This is a legal agreement between you and Curation Station®, LLC, a Minnesota limited liability company (“Curation Station®”).
By clicking the PURCHASE button on the Curation Station® check-out page, you have agreed to be a party to this agreement effective
as of the date you have clicked that button. The terms of this agreement are as follows:
During the term of this agreement, Curation Station® will provide you with access to an online-only version of Curation Station’s Curation Station® program (the “Program”), which is described with more particularity at the Curation Station® primary website at http://www.curationstation.com (the “Site”). You are responsible for obtaining access to broadband Internet services and computer work stations with web browsers for each of your users. Your particular service plan of the Program is described on the order page you configured on the Site (your “Order”), including the number of individual user profiles, playlists, and feature set items used in the your selected plan of the Program. A “playlist” means a curated collection of elements which could be text, images, audio and/or video that appears within the content area of your Curation Station dashboard. Further descriptions of Curation Station terms can be found on the Site.
(a) The fees and charges related to the Services (collectively, the “Service Fees”) are set forth at http://www.curationstation.com/pricing (the “Fee Schedule”). Curation Station® will charge your credit/debit card as indicated on your Order for the applicable Service Fees on a monthly basis. Any monthly recurring fees for access to the Program and any add-ons that you select (Playlists, users, etc) shall be charged in advance of each month and are due on same numerical date as your original date of service. If you are contracting Curation Station for consulting or other services, a separate work order will be created. If your credit/debit card does not immediately authorize and settle the charges made by Curation Station® at any time, or if any of your settled charges are charged back against Curation Station’s account, Curation Station® may immediately suspend provision of all Services, and you agree to promptly make good on any unsettled or charged-back charges as well as reimburse Curation Station® for any of its costs incurred as a result of these events.
(b) The Fee Schedule may be amended by Curation Station® at any time, and the changes will take effect as of the next-following monthly billing period after the amendments are posted on the Site.
(c) All payments required by this agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which you will be responsible for and will pay in full, except for taxes based on Curation Station’s net income.
(a) All copyrights, trademarks and rights to inventions that are part of the Program, all user instructions, manuals or help screens for the Program, and all marketing materials used by Curation Station® to market the Program (collectively the “Program IP”), constitute the Intellectual Property Rights of Curation Station® or its licensors. Curation Station® neither grants nor assigns to you any licenses in the Intellectual Property Rights in any of the Program IP through this agreement or through your use of the Program IP, and this agreement is exclusively a services agreement for the provision of the services described in Section 1 of this agreement only for so long as this agreement is in effect between you and Curation Station®.
(b) “Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible rights associated with works of authorship throughout the world, including but not limited to copyrights, templates, moral rights, and mask-works, trademark and trade name rights and similar rights, trade secret rights, patents, designs, algorithms and other industrial property rights, all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
(c) If Curation Station® has a reasonable belief that your curated materials are violation of any third party’s Intellectual Property Rights, Curation Station® may, at its discretion, remove or disable access to such materials. Curation Station® will follow any obligation it has at law with regard to removing or disabling access to your curated materials. Curation Station® is not obligated to monitor the materials you curate, and you may not rely on Curation Station’s choices in permitting or disabling access to your curated materials to determine the legal status of your curated materials. Curation Station® reserves the right to terminate your account at any time, without prior notice, if Curation Station® reasonably determines that you are a repeat infringer of other person’s Intellectual Property Rights.
(a) This agreement is effective as of the time described in the opening paragraph above, and thereafter is on a month-to-month basis. Either you or Curation Station® may terminate this agreement at any time, effective as of the end of the then-current monthly billing period. You may give notice of termination through your account interface page on the Site. We may give notice of termination by sending you an email to the then –current email address you have indicated on your account interface page on the Site.
(b) Either party may terminate this agreement at any time immediately upon notice to the other for cause, which means: any failure by you to pay any amount due Curation Station® as provided in this agreement; any breach by the other party of any material provision of the agreement that continues uncured for ten days after the non-breaching party gives notice thereof; or any insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver, or similar event with respect to the other party.
(c) Upon any termination of this agreement: (i) Curation Station® will immediately cease providing all Services under this agreement, and you and your users must immediately cease all use of the Program; and (ii) Any and all payment obligations you have accrued as of the effective date of termination will become due and charged to your credit/debit card immediately.
(d) Upon written request to Curation Station®, for up to 10 days after the effective date of termination, you may access your account for the sole and limited purpose of retrieving any data that may have been stored by the Program directly arising out of your use of the Program, including copies of any Station Load criteria, usage tracking, and similar data. After such 10 day period, Curation Station® may destroy such data at any time at Curation Station’s discretion.
(a) You acknowledge that the Program is used to view, catalog and curate materials and content that are made available over the public Internet by third-parties, and that Curation Station® is not responsible for the content or quality of such materials. You are solely responsible for any use you choose to make of the curated content the Program may process or store on your account, and you must independently obtain permissions or licenses for any reuse or distribution of such materials as may be required to do by law. Without limiting the generality of the above, you acknowledge that, and accept all risks arising out of, materials you may find through the Program on the Internet that may: infringe on the Intellectual Property Rights of third parties or rights of publicity or privacy of third parties; violate laws, statutes, ordinances or regulations (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; be obscene, child pornographic or indecent; or contain viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. In the event Curation Station® receives a notice from a third-party that any materials stored or otherwise used by you through the Program are infringing or otherwise violate the rights of the third-party, Curation Station® reserves the right to disable access to, or destroy, the allegedly infringing materials as Curation Station® deems reasonable or legally required under the circumstances.
(b) All Services performed and Programs provided by Curation Station® are performed and provided on an AS IS basis. Curation Station® does not make, and hereby disclaims, any and all express and implied warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising from a course of dealing, usage, or trade practice. Curation Station® does not warrant that the services provided hereunder will be uninterrupted, error-free, or completely secure.
(c) In no event will Curation Station® be liable to you or any other party for incidental, consequential, special, punitive or indirect damages of any kind, including, but not limited to, damage arising from loss of data, loss of use, loss of profits, interruption in services, breach of network security, and loss of revenues, based upon a theory of breach of warranty, breach of contract, tort, negligence, or any other legal theory, even if Curation Station® has been advised of the possibility of such damages. Notwithstanding anything else to the contrary, Curation Station’s maximum aggregate liability to you arising out of any liability under this agreement will be limited to one times the monthly recurring fees set forth on your original Order, not including any setup fees or other contractual fees for other work.
(a) This agreement is made under and will be governed by and construed in accordance with the laws of the State of Minnesota, United States of America (except that body of law controlling conflicts of law) and specifically excluding from application to this agreement that law known as the United Nations Convention on the International Sale of Goods. The exclusive venue for any new court proceeding arising out of or related to this agreement is in a state or federal court seated in Hennepin County, Minnesota, and the parties each hereby consent to the personal jurisdiction of such courts and to venuing their causes of action against each other in such courts.
(b) No amendment or modification of this agreement is valid or binding upon the parties unless it is in writing and signed by the duly authorized officers of both of the parties.
(c) Either party prevailing in any attempt to enforce the provisions of this agreement is entitled to repayment of any and all costs of enforcement, including reasonable out-of-pocket expenses and the reasonable fees and disbursements of its counsel.
(d) Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this agreement due to any cause beyond its reasonable control, including act of war, terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the internet, provided that the delayed party: gives the other party prompt notice of such cause, and uses its reasonable commercial efforts to correct promptly such failure or delay in performance.
(e) In the event any provision of this agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the agreement will remain in full force and effect.
(f) The waiver of any breach or default of this agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
(g) Neither party may assign its rights or delegate its duties under this agreement either in whole or in part without the prior written consent of the other party, except that this agreement may be assigned by either party in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of such party’s assets, provided that it has notified the other party within 30 days subsequent to the effective date of such event. Any attempt to make an unauthorized assignment or delegation without consent of both parties will be void. This agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
(h) Any notice or communication required or permitted to be given under this agreement may be delivered by hand, mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by confirmed electronic mail or facsimile, in each case to the address of the receiving party indicated on the signature page hereof, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered or confirmed, whichever is earlier.
(i) Curation Station® and you are independent contractors and this agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between them. Neither Curation Station® nor you have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.
(j) Marketing. Notwithstanding the confidentiality provisions of this agreement, Client agrees that Provider may refer to Client by trade name and trademark, and may briefly describe Client’s business, in Provider’s marketing materials and web site. Client hereby grants Provider a license to use any Client trade names, trademarks or service marks solely in connection with the rights granted to Provider pursuant to this Section.
(k) The following provisions of this agreement will survive any expiration or termination of this agreement: Sections 3, 4(c), 4(d), 5, and 6.
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