End User License Agreement

This End User License Agreement (“Agreement”) is a binding agreement between You (“End User” or “You”) and Curinos, Inc. (“Company” or “Curinos”). This Agreement governs Your use of Curinos Connect (including all related documentation, the “Application”).

BY DOWNLOADING/INSTALLING/USING THE APPLICATION OR ATTEMPTING TO DO ANY OF THESE YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. USING THE APPLICATION OPERATES AS YOUR CONSENT TO THE TRANSMISSION OF STANDARD DEVICE INFORMATION (INCLUDING BUT NOT LIMITED TO TECHNICAL INFORMATION ABOUT YOUR DEVICE, SYSTEM AND APPLICATION SOFTWARE, AND PERIPHERALS) FOR INTERNET-BASED SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/INSTALL/USE THE APPLICATION.

IF THE APPLICATION ENABLES ACCESS TO ANY INTERNET-BASED SERVICES, YOUR USE OF THOSE SERVICES IS SUBJECT TO THE SEPARATELY PROVIED TERMS OF USE.

YOU MAY NOT INSTALL OR USE A COPY OF THE APPLICATION ON A DEVICE YOU DO NOT OWN OR CONTROL.

  1. Grant of License
  1. Subject to the terms of this Agreement, Company grants You a limited, non-exclusive, revocable, and nontransferable license to download, install and use the Application only as expressly permitted in this Agreement and the associated documentation provided to you. In doing so, you must comply with any technical limitations in the Application that only allow you to use it in certain ways.
  2. You shall not, directly, or indirectly:
  1. work around any technical limitations in the Application;
  2. publish or otherwise make the Application available for others to copy, sell, rent out, lease, license, distribute, market, exploit the Application or any of its parts commercially;
  3. reverse engineer, decompile, disassemble, adapt, reproduce, or create derivative works of this Application, except and only to the extent that the law expressly permits, despite this limitation;
  4. make more copies of the Application than specified in this Agreement or allowed by the law, despite this limitation;
  5. remove, alter, disable, or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within this Application; or
  6. export or re-export this Application or any copy of adaptation in violation of any applicable laws or regulations.

c. While using the Application, You agree to comply will all applicable laws, rules and regulations. You also agree to comply with certain rules of conduct that govern Your use of the Application, which are not meant to be exhaustive and can be modified at any time by Curinos. In all cases, You agree that you will not use the Application other than as permitted by this Agreement and you will not use the Application in a manner inconsistent with its design or documentation. For example, You may not:

  1. create, use, share and/or publish by any means in relation to the Application any material (text, words, images, sounds, videos, etc.) which would breach a duty of confidentiality, infringe any intellectual property right or an individual’s right to privacy or which would incite the committing of an unlawful act (in particular, piracy or circulation of counterfeit);
  2. modify, distort, block, disrupt, slow down and/or hinder the normal functioning of all or part of the Application, or their accessibility to other users, or attempt to do any of the above;
  3. transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the Application, and/or organize, participate in, or be involved in any way in an attack on Curinos’ servers and/or the Application and/or those of its service providers and partners, or other users;
  4. create, supply, or use alternative methods of using the Applications, for example server emulators;
  5. transmit or communicate any material or content which, in the sole and exclusive discretion of Curinos, is believed or deemed offensive, including, but not limited to, language that is harmful, threatening, unlawful, abusive, harassing, defamatory, disparaging, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable;
  6. harass or threaten any other users in the Application;
  7. falsely claim to be an employee or representative of Curinos or its partners and/or agents;
  8. falsely claim an endorsement in connection with the Application or with Curinos; or
  9. use any Internet-based service in any way that could harm it or impair anyone else’s use of it. You also may not use any Internet-based service to try to gain unauthorized access to any service, data, account, or network by any means.

2. Reservation of Rights. You acknowledge and agree that the Application and documentation are owned by Curinos and are provided under license, and not sold, to You. This Agreement only gives you some rights to use the Application, Curinos reserves all other rights. 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 and the Application’s documentation. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application and documentation, including any copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to You in this Agreement.

3. Data Handling.

  1. Curinos may remove Your data or any other data, information, or content of data or files used, stored, processed or otherwise used by You that Curinos, in its sole discretion, believes to be or is: (a) a Virus; (b) illegal, libelous, abusive, threatening, harmful, vulgar, pornographic, or obscene; (c) used for the purpose of spamming, chain letters, or dissemination of objectionable material; (d) used to cause offense, defame or harass; or (e) infringing the intellectual property rights or any other rights of any third party. You agree that You are responsible for maintaining and protecting backups of Your data directly or indirectly processed using the Application and that Curinos is not responsible for exportation of, the failure to store, the loss, or the corruption of Your data.
  2. You hereby grant to Curinos a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to process Your data to assist with the necessary operation and function of the Application, to improve Curinos products and services and Your experience with them, and for any purpose set forth in this Agreement, which Curinos provides or makes available to You, including on Curinos’ website (“Curinos Privacy Policy”), which Curinos may update or revise from time to time, and which is incorporated in this Agreement by this reference.
  3. You are responsible for ensuring that the security of the Application is appropriate for Your intended use and the storage, hosting, or processing of data.
  4. No Personally Identifiable Information. You expressly acknowledge and agree that You shall neither submit to the Application, nor use the Application to store, maintain, process, or transmit, any Personally Identifiable Information. You acknowledge and agree that Curinos shall have no liability to You for any such data or information. Curinos may immediately suspend all or portion of Your access to the Application if Curinos has a good faith belief that You have breached this paragraph.
  5. No Protected Health Information. You expressly acknowledge and agree that You shall neither submit to the Application, nor use the Application to store, maintain, process, or transmit, any data or information that constitutes protected health information as defined under the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”) or otherwise use the Application in any manner that would require Curinos or the Application to be compliant with HIPAA. You acknowledge and agree that Curinos shall have no liability to You for any such data or information. Curinos may immediately suspend all or portion of Your access to the Application if Curinos has a good faith belief that You have breached this paragraph.

4. Confidential Information

  1. As used in this Agreement, “Confidential Information” means any nonpublic information or materials disclosed under this Agreement by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which the disclosing party clearly identifies as confidential or proprietary. Confidential Information includes personal data, and Curinos’ Confidential Information includes the Application, and any information or materials relating to the Application (including pricing), or otherwise. Confidential Information may also include confidential or proprietary information disclosed to a disclosing party by a third party.
  2. The receiving party will: (i) hold the disclosing party’s Confidential Information in confidence and use reasonable care to protect the same; (ii) restrict disclosure of such Confidential Information to those employees or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of Confidential Information substantially similar to those of this Agreement; and (iii) use Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth in this Agreement. The restrictions will not apply to Confidential Information, excluding personal data, to the extent it: (i) is (or through no fault of the recipient, has become) generally available to the public; (ii) was lawfully received by the receiving party from a third party without such restrictions; (iii) was known to the receiving party without such restrictions prior to receipt from the disclosing party; or (iv) was independently developed by the receiving party without breach of this Agreement or access to or use of the disclosing party’s Confidential Information.
  3. The recipient may disclose Confidential Information to the extent the disclosure is required by law, regulation, or judicial order, provided that the receiving party will provide to the disclosing party prompt notice, where permitted, of such order and will take reasonable steps to contest or limit the steps of any required disclosure. The parties agree that, in addition to any other relief to which the non-breaching party may be entitled, any material breach of this Section 4 will cause irreparable injury and the non-breaching party may seek injunctive relief in a court of competent jurisdiction without the need of posting bond.
  4. Each party shall comply with its respective obligations under applicable data protection laws. Each party shall maintain appropriate administrative, physical, technical, and organizational measures that ensure an appropriate level of security for Confidential Information.

5. Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company may change the functionality of the Application at any time and has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality

6. Term and Termination.

  1. The term of the Agreement commences when You download/install the Application and will continue in effect until terminated by You or Company as set forth in this Section 6 (“Term”).
  2. You may terminate this Agreement by deleting the Application and associated documentation and all copies thereof from Your device.
  3. Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company 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 or the Application’s documentation.
  4. Upon termination:
  1. All rights granted to You under this Agreement will also terminate; and;
  2. You must cease all use of the Application and delete all copies of the Application and associated documentation in its possession or control.

e. Termination will not limit any of Company’s rights or remedies at law or in equity.

7. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS AND AS AVAILABLE WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AND THEIR RESPECTIVE AFFILIATES, AND ITS AND THEIR RESPECTIVE LICENSORS, VENDORS, AGENTS, SUPPLIERS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBILE OR WORK WITH ANY OTHER APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

THIS LIMITATION APPLIES TO: (1) ANYTHING RELATED TO THE APPLICATION, SERVICES MADE AVAILABLE THROUGH THE APPLICATION, OR CONTENT (INCLUDING CODE) ON THIRD-PARTY INTERNET SITES; AND 2) CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION; OR STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT PERMITTED BY APPLICABLE LAW.

8. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ANY OF ITS OR THEIR RESPECTIVE AFFILIATES, AGENTS, LICENSORS, SERVICE PROVIDERS, SUPPLIERS OR VENDORS INCLUDING THIRD PARTY DATA PROVIDERS, HAVE ANY LIABILITY TO YOU OR YOUR AFFILIATES OR CUSTOMERS FOR DAMAGES ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION.

THE FOREGOING LIMITATION WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to Your use or misuse of the Application or Your breach of this Agreement. Furthermore, You agree that Company assumes no responsibility for the content You submit or make available through or retain on this Application.

10. Third Party Programs. To the extent the Application is bundled with third-party software programs, the third-party software programs are governed by their own license terms, which may include open source or free software licenses, and those terms will prevail over this Agreement as to Your use of the third-party software programs. Nothing in this Agreement limits Your rights under, or grants You rights that supersede, the terms of any such third-party software program. If You do not agree to the license terms applicable to the third-party software, then You agree that You shall not use the Application or the third-party software.

11. Export Regulation. The Application may be subject to United States export control laws, including the United States Export Administration Act and its associated regulations. You shall not, directly, or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which, re-export or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the United States.

12. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

13. Governing Law; Venue; Jurisdiction. This Agreement is governed by New York law, excluding its conflict of law rules. You irrevocably submit to venue and exclusive personal jurisdiction in the federal and state courts in New York, New York, for any dispute arising out of this Agreement, and waive all objections to jurisdiction and venue of such courts.

14. Entire Agreement. This Agreement and the Curinos Privacy Policy constitute the entire agreement between You and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

15. Waivers and Remedies. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the Party’s rights to subsequently enforce the provision. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

16. Questions. For all questions related to the use of the Application, please email ccsupport@curinos.com.