ExpressCurate Terms

Overview

The ExpressCurate service ("Service") is offered by ExpressCurate ("Company") to provide businesses and individuals access to a rich collection of resources related to content marketing, content creation and curation, search engine optimization and inbound marketing, including without limitation content creation tools, content discovery tools, search engine optimization tools, content analysis tools, downloadable toolbars, Wordpress plugins, browser extensions, application program interfaces ("APIs"), search and content analytics, blogs, user-generated-content, personalized content and industry surveys and opinion polls. The Service includes the web site at www.expresscurate.com ("Site" or "website") and incorporates any related website controlled by Company. The Company may change the Service from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Service.

You may access the Site or Service as a user ("User") with a free account. While access to certain components of the Site and selected features of the Service is free, the Company reserves the right to charge fees for features and benefits associated with the Site or Service at any time and without notice.

Your access to the Site and Service is expressly conditioned on your compliance with this Terms Of Use, the ExpressCurate Privacy Policy and any applicable laws.

ExpressCurate reserves the right to cancel, suspend, or block access to the Site or Service at its sole discretion for violations of these terms, or for any other reason and without notice.

For the purposes of this Terms Of Use, Users and Subscribers may be referred to as "you", and the Terms Of Use may be referred to as the "Agreement" or the "TOU". The TOU is a legally binding contract between the Company and you; the Company may be also be referred to as "ExpressCurate" in this Agreement.

"We" or "us" means ExpressCurate, and "both of us" means both you and us; "both of us" means both you and us; "Terms" means this Terms of Use and documents incorporated by reference; "Our Materials" means information, data, text, software, music, sound, photographs, graphics, video, messages or other materials that we may make available through the Website; and "Content" means information, data, text, software, music, sound, photographs, graphics, video, messages or other materials made available through the Website by you or other users of the Website.

For example, the use of ExpressCurate software and services is governed by the terms of the end user license agreement, if any, which accompanies or is included with such materials (the "License Agreement"). You may not install any software that is accompanied by or includes a License Agreement unless you first have agreed to the License Agreement terms. If no end user license agreement accompanies or is included with such software, then such software shall be deemed to be Our Materials hereunder and these Terms shall govern your use of such software. FURTHER REPRODUCTION OR REDISTRIBUTION OF ANY SOFTWARE IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING OR INCLUDED WITH SUCH SOFTWARE.

The ExpressCurate Privacy Policy and any other agreement signed by a Subscriber, if applicable, are each incorporated into this Agreement by reference.

Conditions Governing All Users

Conditions Governing Subscribers

For purposes of this Agreement, a User who pays for any portion of the Site or Service shall be referred to as a "Subscriber". As a Subscriber, you must agree to the payment terms presented to you at the time you sign up on the Site.

Subscribers are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. You might not receive further notice of your renewal after signing up for an account or subscription, and must visit your Subscription and Billing page to find out when your account or subscription is set to renew. Subscriptions recur either monthly or annually, depending upon the renewal term you choose during the sign up process

You are responsible to ensure that the credit card associated with your account or subscription is up to date, that information posted in connection with it is accurate, and that you are authorized to use it. If the Company cannot charge your credit card, we may cancel your subscription and you may lose access to the Service and any data associated with your subscription.

Invoiced Subscriptions. Some accounts can be paid for via invoicing with mutual agreement between the parties. There may be extra fees associated with invoiced accounts. If the Company has agreed to enter into an invoicing relationship with you, all invoices must be paid within 30 days. You agree that the Company may charge interest of 1.5% per month for past due accounts and that you are liable for attorneys' fees and reasonable collection costs arising from Company's efforts to collect on past due amounts.

Cancellation. For security reasons, an email or phone call to the Company is not sufficient to cancel your account or subscription, which you may cancel at any time by selecting the cancel button on your Subscription and Billing page. Cancellation does not entitle you to a refund. You will continue to have access to the Site and Service until the end of your subscription term.

No Refunds. ExpressCurate is not obligated to provide you a refund at any time. If you choose to cancel your account during your subscription term, you will not be refunded in whole or in part. If you choose to downgrade your membership level during your subscription term, you may be entitled to a pay a lower, pro-rated amount at renewal, but you are not entitled to a cash refund at any time.

DESCRIPTION OF WEBSITE AND OUR MATERIALS

We provide you with a variety of Our Materials through Website. In connection with your use of the Website, you may receive communications from us, such as service announcements, and administrative messages, and that these communications are considered part of the use of the Website and you will not be able to opt out of receiving them.

In order to access the Website, you may be required to provide information about yourself (such as identification or contact details) from time to time, including, but not limited to, as part of the registration process for the Website, or as part of your continued use of the Website. You promise that any registration information you give to us will always be accurate, correct and up to date. We promise to take commercially reasonable steps to preserve the confidentiality of such information.

You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Website. Accordingly, you will be solely responsible to us for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you promise to notify us immediately.

SCOPE OF USE RIGHTS

ExpressCurate authorizes you to use the ExpressCurate Website only for your own personal, non-commercial purposes. Use of the Website for any public or commercial purpose (including, without limitation, on another site or through a networked computer environment) is strictly prohibited. If you make copies of any of Our Materials, you must retain on any such copies all copyright and other proprietary notices contained in Our Materials as provided by us. You may not modify, publicly display, publicly perform, or distribute Our Materials. As between you and ExpressCurate, ExpressCurate owns the Website. The Website is protected under United States and international copyright laws. Any unauthorized use of the Website may violate copyright, trademark, and other laws.

You promise to use the Website only for purposes, and in a manner, permitted by (a) these Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions including, without limitation, any regulations of the United States Bureau of Export Administration and other applicable governmental agencies. In addition, you hereby assure us that you will not export directly or indirectly technical data to any country for which a validated license is required under United States law without first obtaining a validated license. Further, you represent and warrant that you are not a national of, or under the control of, any country upon which the United States has then currently imposed an embargo of goods or services.

You promise not to use the Website in violation of our standards of conduct posted at www.expresscurate.com as amended from time to time; in particular you may not: use the Website in a manner that would cause you or us to violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to the Website, and any export or re-export laws, rules and regulations; interfere with or disrupt the Website or take any steps to interfere with or in any manner compromise any security measures with respect to the Website or any data transmitted, processed or stored on or through the Website, or interferes with or disrupts the Website (or the servers and networks which are connected to the Website).

You promise not to access (or attempt to access) the Website by any means other than through the interface(s) that are provided by us. Without limiting the generality of the foregoing, you specifically promise not to access (or attempt to access) any of the Website through any automated means (including use of scripts or crawlers) other than customary indexing of content by search engines. Similarly, you promise that you will not provide any third party access to material on the Website (or facilitate their attempt to access) by any means other than through the interface that is provided by us.

MODIFICATION TO THE WEBSITE

We shall have the right, in our sole and absolute discretion, at any time or from time to time to change or modify the Website or any part or component contained therein and deliver error corrections, modifications, enhancements, updates and/or new versions of the Website.

PROPRIETARY RIGHTS

We (or our licensors) own all legal right, title and interest in and to the Website, including any intellectual property rights which subsist in the Website (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

You may not (and you may not permit anyone else, on your behalf of otherwise, to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software used to provide the Website or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by us, in writing.

In general, the Website is provided in a manner which does not result in your downloading or using any of our software ("Software"). In the event that we do, however, provide you with Software (such as a plug-in or similar item), we grant you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on the single computer to which it is provided in connection with your access to the Website; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You may not modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Website. You may not rent, lease, loan, sell, distribute or create derivative works based on the Software, in whole or in part.

You may not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Website. In using the Website, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. Nothing in these Terms gives you a right to use any of our trade names, trade marks, service marks, logos, domain names, and other distinctive brand features without obtaining, in each instance, our prior written consent.

It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

CONTENT

By submitting, posting or displaying Content you give us an irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Website. You represent and warrant to us that you have all the rights, power and authority necessary to grant the above license. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, transmit or display or permit to be created, transmitted or displayed while using the System and for the consequences of such actions (including any loss or damage which we may suffer) by doing so.

We may or may not pre-screen Content, but that we and our designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Website. Without limiting the foregoing, we and our designees shall have the right to remove any Content that violates these Terms or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by us or submitted to us.

The Website (and any advertising on the Website, if applicable) may include links to third-party content or resources ("External Resources") including, without limitation, web pages. Because we have no control over such External Resources, we are not responsible for the availability of such External Resources, and do not endorse and are not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. We are not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. We shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website.

You agree to the use of your data in accordance with our privacy policies, which contain information about our data protection practices, and can be found at www.expresscurate.com/privacy. This policy explains how we treat your personal information, and protect your privacy, when you use the Website.

Notwithstanding the above, you may voluntarily provide (in connection with use of the Website, use of our products or services or otherwise) suggestions, comments or other feedback to us with respect to such items. Such feedback is not "Content" and we are not required to hold such feedback in confidence, and such feedback may be used by us for any purpose without obligation of any kind; provided, nothing in these Terms restructure your use of feedback or ideas that you provide to us.

TERM

You may use the Website, and these Terms shall be effective and shall govern such use, from the date that you accept these Terms until we terminate it. We may, under certain circumstances and without prior notice, immediately terminate your account, any associated email address, and access to the Website. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Website (or any part thereof), (e) unexpected technical or security issues or problems, or (f) extended periods of inactivity, (g) you have engaged in fraudulent or illegal activities. Termination of your account may include deletion of your password and all related information, files and content associated with or inside your account (or any part thereof). Further, all terminations for cause shall be made in our sole discretion and we shall not be liable to you or any third-party for any termination of your account, any associated email address, or access to the Website. Upon any termination of these Terms, your right to use the Website terminates, but the provisions under "Proprietary Rights", "Exclusion of Warranties", "Indemnification", "Limitation of Liability" and "General Legal Terms" continue to apply to both of us even after termination. Fees for services are earned at the commencement of the applicable Website Period. Any deferral or periodic payments during the Website Period is permitted by us for your cash flow reasons, but the obligation to pay is not conditional on continuation of the Website. Early termination of the Website shall not relieve your of your obligation to pay these amounts.

EXCLUSION OF WARRANTIES

THE WEBSITE (INCLUDING ANY ADVERTISING DISPLAYED THEREON, IF APPLICABLE) AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE WEBSITE (THE "MATERIALS") IS MADE AVAILABLE "AS IS, AS AVAILABLE". WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE WEBSITE OR THE MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE DO NOT PROMISE THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, AND YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY AND CONFIDENTIAL INFORMATION.

YOU ALONE SHALL BEAR THE RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM USE OF THE WEBSITE OR ANY MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

INDEMNIFICATION

You promise to indemnify, hold harmless and defend us and our subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, at your expense, against any and all third party claims or demands, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines costs and expenses (including, without limitation, reasonable attorney's fees and other dispute resolution expenses) incurred by us, due to or arising out of data or content that you or your Personnel submit, post to, transmit or communicate through the Website, your or your Personnel"s use or misuse of the Website, your or your Personnel"s connection to other users, your or your Personnel"s violation of these Terms, or your or your Personnel"s violation of any rights of another.

LIMITATION OF LIABILITY

WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.

GENERAL LEGAL TERMS

The Terms constitute the whole legal agreement between both of us and governs your use of the Website (but excluding any services which we may provide to you under a separate written agreement), and completely replace any prior agreements between both of us in relation to the Website.

We may provide you with notices, including those regarding changes to the Terms, by either email, regular mail, or postings on the Website. Any notice you desire to sent to us must be sent exclusively by submitting an electronic message through the Contact section of the www.expresscurate.com website (and selecting the appropriate category for your message), unless explicitly instructed to do otherwise in the Terms.

The Terms and the relationship between both of us shall be exclusively governed by the laws of the United States and the State of California without regard to its conflict of law provisions. You and we agree to submit to the exclusive jurisdiction of the federal and state courts located within Santa Clara County, California to resolve any legal matter arising from these Terms. You hereby accept and submit to the personal and exclusive jurisdiction of such courts in any proceeding or action. With respect to any such proceeding or action brought in such courts, you hereby irrevocably waive, to the fullest extent permitted by law: (a) any objection you may have now or in the future to such jurisdiction or venue, and (b) any claim that such action or proceeding has been brought in an inconvenient form. Nothing limits our right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or any other form of relief. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms must be filed within ninety (90) days (or, if different, the minimum amount of time permitted by law) after such claim or cause of action arose or be forever barred.

Notwithstanding anything herein, if we elect in our sole discretion to resolve any claim through arbitration, you must cooperate fully with and be bound by such arbitration, without further recourse of any kind. The American Arbitration Association ("AAA") shall preside over such arbitration. Such arbitration shall be exclusively governed by the laws of the United States and the State of California without regard to its conflict of law provisions. All proceedings shall take place in the City of San Jose metropolitan area. If there is a conflict between the rules of the AAA and any provision of the Terms, the Terms shall govern. You are responsible for all costs that you incur in the arbitration, including without limitation, expert witnesses or attorneys. If the arbitration is decided in our favor, you must reimburse us for all of our fees, costs, and expenses related to the arbitration, including without limitation, all fees, costs, and expenses related to filing, arbitrators, expert witnesses, attorneys, and other third parties.

We may make changes to these Terms from time to time. When these changes are made, we will make a new copy of these Terms available at www.expresscurate/tos. If you use the System after the date on which these Terms have changed, you agree that said use indicates acceptance of the updated Terms.