Terms & Conditions
Last Updated: February, 2025
These Terms and Conditions (the "Agreement") are an agreement between Curve Technologies, Inc. ("Curve" or "Curve Technology") and the customer identified in an applicable Order Form (as defined below) (the "Customer" or "you" or "your"). The Agreement governs your use and access to Curve's website, technology platform, Products and Services as accessed from time to time by you, regardless of if your use is in connection with an account or not (collectively, the "Services"). Capitalized terms not otherwise defined herein are as defined in the Order Form.
1. Definitions
Unless defined elsewhere in this Agreement or the Order Form, capitalized terms will have the meanings set forth in this Section 1.
"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Curve Technology.
"Authorized User" means Customer's employees and independent contractors who are authorized to access the Curve Technology pursuant to Customer's rights under this Agreement.
"Curve Pixel" means Curve's proprietary tracking pixel used to collect certain insight and data in connection with advertisements that Customer runs on the Internet.
"Curve Platform" means the Curve platform, as further described in an Order Form, that allows Authorized Users to access certain features and functions through a web interface.
"Curve Technology" means the Curve Platform, the Curve Pixel, the Documentation, Performance Data, and any applicable software, data, or technical information contained within the foregoing, and any enhancements made to the foregoing.
"Customer Data" means any content, information, and data provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Curve Technology. For clarity, Pixel Data is deemed Customer Data.
"Documentation" means the technical materials provided by Curve to Customer describing the use and operation of the Curve Technology.
"Error" means a reproducible failure of the Curve Platform to enable Customer to use the Curve Technology as described in this Agreement.
"Fees" means the fees charged by Curve in connection with the access rights granted and the Services provided hereunder, as further described by the applicable Order Form.
"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
"Order Form" means a written order form, statement of work, or other written document describing the services to be provided by Curve to Customer that is signed by both Parties, and references this Agreement.
"Performance Data" means processing and performance metrics and log files; diagnostics information; usage statistics; and other information about Customer's use of the Curve Technology as well as associated metadata. Performance Data does not include Customer Data.
"Pixel Data" means insight and data collected via the Curve Pixel that is sent to the Curve Platform.
"Professional Services" means any professional services provided by Curve to Customer (e.g., implementation services, support services) as further described by the applicable Order Form.
"User ID" means the unique username and password issued by Curve to Customer for use by an Authorized User.
2. Curve Technology
2.1 Curve Technology
Subject to the terms and conditions of this Agreement, during the Term, Curve will provide Customer with access to the Curve Technology. On or as soon as reasonably practicable after the Effective Date, the Parties will work together to coordinate the necessary Access Protocols to allow Customer and its Authorized Users to access the Curve Technology. User IDs may only be used by the individual Authorized User to whom it was issued, and Customer will ensure that only Authorized Users with a User ID will access the Curve Technology. Customer is responsible for maintaining the confidentiality of its Access Protocols, and is solely responsible for all activities that occur through the use thereof. Customer agrees (a) not to allow a third party to use its account or User IDs at any time, and (b) to notify Curve promptly of any actual or suspected unauthorized use of Customer's account or User IDs. Curve reserves the right to change or update the Access Protocols in Curve's sole discretion from time to time. Curve also reserves the right to suspend or terminate any User ID, or other method of Customer access, that Curve reasonably determines may have been used by an unauthorized third party.
2.2 Professional Services
The Parties may agree that Curve will provide certain Professional Services, such as custom code development, support, implementation or other professional services, the details of which will be set out in an Order Form. The Order Form may include: (a) a description of the applicable Professional Services; (b) the schedule or performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services.
2.3 Hosting
Unless otherwise provided by the applicable Order Form, Curve will provide for the hosting of the Curve Platform, provided that nothing herein will be construed to require Curve to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the Curve Technology.
3. License & Restrictions
3.1 Curve Technology
During the Term, subject to the terms and conditions of this Agreement, Customer is hereby granted the non-exclusive right and license to, solely for Customer's internal business purposes: (a) access and use the Curve Platform in accordance with the Documentation; (b) access and use the Documentation to support Customer's use of the Curve Technology; and (c) install, copy, perform, distribute, and otherwise use the Curve Pixel. Customer may permit any Authorized Users to access and use the features and functions of the Curve Technology as contemplated by this Agreement.
3.2 Restrictions
Customer is solely responsible for Customer's and Customer's Authorized Users' use of the Curve Technology and will ensure that such use will not violate applicable law. Additionally, Customer will not, and will not permit any Authorized User or third party to: (a) allow any third party to access the Curve Technology, except as expressly allowed herein; (b) modify, adapt, alter or translate the Curve Technology; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Curve Technology or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Curve Platform or Curve Pixel, except as permitted by law; (e) interfere in any manner with the operation of the Curve Platform or the Curve Pixel or the hardware and network used to operate the Curve Platform or the Curve Pixel; (f) modify, copy, or make derivative works based on any part of the Curve Technology; (g) access or use the Curve Technology to build a similar or competitive product or service; (h) attempt to access the Curve Technology through any unapproved interface; or (i) otherwise use the Curve Technology in any manner that exceeds the scope of use permitted under Section 3.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Curve or its licensors on the Curve Technology, or any copies thereof.
4. Intellectual Property
4.1 Curve Technology
The Curve Technology, and any and all related and underlying technology, and any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Curve and its suppliers. All rights in and to the Curve Technology not expressly granted to Customer in this Agreement are reserved by Curve and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Curve Technology, or any part thereof. Notwithstanding anything to the contrary herein, Curve may freely use and incorporate into Curve's products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any users of the Curve Technology relating to Curve's products or services ("Feedback").
4.2 Service Data
Customer agrees that Curve may collect Performance Data and use such Performance Data to develop, improve, support, and operate its products and services during and after the Term of this Agreement. This Section 4.2 does not give Curve the right to identify Customer as the source of any Performance Data without written permission from Customer, nor change the confidential nature thereof.
5. Fees and Expenses; Payments
5.1 Fees
In consideration for the access rights granted to Customer and the services performed by Curve under this Agreement, Customer will pay to Curve the Fees. Curve reserves the right (in addition to any other rights or remedies Curve may have) to discontinue the Curve Technology and suspend all Authorized Users' and Customer's access to the Curve Technology if any Fees are more than ten (10) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.
5.2 Taxes
The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Curve's income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees, the provision of the Curve Technology, or the license of the Curve Technology to Customer. Customer will make all payments of Fees to Curve free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Curve will be Customer's sole responsibility, and Customer will provide Curve with official receipts issued by the appropriate taxing authority, or such other evidence as the Curve may reasonably request, to establish that such taxes have been paid.
5.3 Interest
Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
6. Customer Data
6.1 Rights
The Customer Data, and all worldwide Intellectual Property Rights in the Customer Data, is the exclusive property of Customer. All rights in and to the Customer Data not expressly granted to Curve in this Agreement are reserved by Customer. Customer is solely responsible for any and all obligations with respect to the completeness, accuracy, and quality of Customer Data provided to Curve by Customer. Customer will obtain all third-party licenses, consents, and permissions needed for Curve to use the Customer Data to provide the Curve Technology. Customer hereby grants Curve a non-exclusive, worldwide, royalty-free and fully paid license to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely as necessary for purposes of providing the Curve Technology.
6.2 Obligations
Customer represents and warrants that Customer's and Customer's Authorized Users' use of the Curve Technology and all Customer Data is at all times compliant with Customer's privacy policies and all applicable local, state, federal, and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Customer also represents and warrants to Curve that the Customer will comply with all applicable laws in its use of the Services, including, as applicable, the California Consumer Privacy Act (CCPA), European Union Regulation 2016/679 and similar laws governing cross-site tracking or automated decision making. Curve may remove any Customer Data from the Curve Technology at any time if it reasonably believes it must do so to comply with applicable law. Customer represents and warrants to Curve that Customer has sufficient rights in the Customer Data to grant the rights granted to Curve in Section 6.1 and that the Customer Data does not infringe or violate the intellectual property, publicity, privacy, or other rights of any third party.
6.3 Business Associate Agreement
Customer agrees that the Services will not be used to collect, store, process, or transmit any patient, medical, or other Protected Health Information regulated and as defined in the Health Insurance Portability and Accountability Act ("HIPAA"). In the event Curve is in receipt or is disclosed any Protected Health Information pursuant to the Services, Customer and Curve shall enter into a Business Associate Agreement.
7. Warranties and Disclaimers
7.1 Limited Warranty
Curve represents and warrants that it will provide the Professional Services and perform its other obligations under this Agreement in a professional manner substantially consistent with general industry standards. Provided that Customer notifies Curve in writing of the breach within thirty (30) days following performance of the defective Professional Services, specifying the breach in reasonable detail, Curve will, as Customer's sole and exclusive remedy, for any breach of the foregoing, re-perform the Professional Services which gave rise to the breach. Curve further warrants to Customer that Curve will use commercially reasonable efforts to operate the Curve Platform free from Errors during the Term, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (a) any use of the Curve Platform not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Curve Platform in combination with other products, equipment, software, or data not supplied by Curve; or (c) any modification of the Curve Platform by any person other than Curve or its authorized agents. Provided that Customer notifies Curve in writing of any breach of the foregoing warranty during the Term, Curve will, as Customer's sole and exclusive remedy, use commercially reasonable efforts to provide support services to correct such Errors.
7.2 Disclaimers
The limited warranty set forth in Section 7.1 is made for the benefit of Customer only. Except as expressly provided in Section 7.1, and to the maximum extent permitted by applicable law, the Curve Technology is provided "as is," and Curve makes no (and hereby disclaims all) other warranties, representations, or conditions, whether written, oral, express, implied or statutory, including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, system integration, data accuracy, merchantability, title, noninfringement, or fitness for a particular purpose. Curve does not warrant that all errors can be corrected, or that operation of the Curve Technology will be uninterrupted or error-free. Curve shall not be responsible for, and is expressly relieved of, responsibility for its reasonable reliance on, any inaccurate or incomplete content provided to it hereunder. The Curve Technology may be subject to limitations, delays, and other communications problems, and Curve is not responsible for any delays, delivery failures, or other damages resulting from such problems.
8. Limitation of Liability
8.1 Types of Damages
In no event will either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, costs of delay, any failure of delivery, business interruption, costs of lost or damaged data or documentation, or liabilities to third parties arising from any source, even if a party has been advised of the possibility of such damages. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
8.2 Amount of Damages
The maximum liability of either party arising out of or in any way connected to this Agreement will not exceed the fees paid by Customer to Curve during the twelve (12) months preceding the act, omission, or occurrence giving rise to such liability. In no event will Curve's suppliers have any liability arising out of or in any way connected to this Agreement. Nothing in this Agreement will limit or exclude Customer's obligation to pay fees owed to Curve hereunder, or liability in connection with: (a) breaches of Section 3.2 or 9, or (b) gross negligence or intentional misconduct of a party or its employees or agents.
8.3 Basis of the Bargain
The Parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The Parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.
9. Confidentiality
9.1 Confidential Information
"Confidential Information" means any nonpublic information of a Party (the "Disclosing Party"), whether disclosed orally or in written or digital media, that is identified as "confidential" or with a similar legend at the time of such disclosure or that the receiving Party (the "Receiving Party") knows or should have known is confidential based on the nature of such information and the facts and circumstances surrounding disclosure. The Curve Technology, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Curve. The confidentiality terms set forth herein shall replace and supersede any prior non-disclosure agreement entered into between the Parties or their predecessors.
9.2 Protection of Confidential Information
The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Curve). In addition, the Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
9.3 Exceptions
Notwithstanding anything to the contrary herein, Confidential Information shall not include, and the confidentiality obligations set forth in Section 9.2 will not apply to, any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by applicable law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
10. Indemnification
10.1 By Curve
Curve will defend at its expense any suit brought against Customer, and will pay any settlement Curve makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Curve Technology infringes such third party's patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States. If any portion of the Curve Technology becomes, or in Curve's opinion is likely to become, the subject of a claim of infringement, Curve may, at Curve's option: (a) procure for Customer the right to continue using the Curve Technology; (b) replace the Curve Technology with non-infringing software or services which do not materially impair the functionality of the Curve Technology; (c) modify the Curve Technology so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the Term then in effect, and upon such termination, Customer will immediately cease all use of the Curve Technology. Notwithstanding the foregoing, Curve will have no obligation under this Section 10.1 or otherwise with respect to any infringement claim based upon (i) any use of the Curve Technology not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Curve Technology in combination with other products, equipment, software or data not supplied by Curve; or (iii) any modification of the Curve Technology by any person other than Curve or its authorized agents (collectively, the "Exclusions" and each, an "Exclusion"). This Section 10.1 states the sole and exclusive remedy of Customer and the entire liability of Curve, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
10.2 By Customer
Customer will defend at its expense any suit brought against Curve, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion; or (b) Curve's use of, or access to, the Customer Data in accordance with this Agreement. This Section 10.2 states the sole and exclusive remedy of Curve and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
10.3 Procedure
The indemnifying Party's obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified Party will promptly notify the indemnifying Party in writing of any threatened or actual claim or suit; (b) the indemnifying Party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified Party will cooperate with the indemnifying Party to facilitate the settlement or defense of any claim or suit.
11. Term and Termination
11.1 Term
This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the "Term"). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the date last signature of the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with the Agreement (the "Initial Term"). Thereafter, the Order Form will automatically renew for additional terms of the same duration as the Initial Term, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term (each, a "Renewal Term").
11.2 Termination for Breach
Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
11.3 Effect of Termination
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each Party will comply with the obligations to return all Confidential Information of the other Party, as set forth in Section 9; and (c) any amounts owed to Curve under this Agreement will become immediately due and payable. Sections 1, 3.2, 4, 6, and 7.2-12 will survive expiration or termination of this Agreement for any reason.
12. Miscellaneous
12.1 Governing Law and Venue
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New York, New York for any lawsuit filed there against Customer by Curve arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
12.2 Export
Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Curve, or any products utilizing such data, in violation of the United States export laws or regulations.
12.3 Severability
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
12.4 Waiver
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.5 No Assignment
Neither Party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other Party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either Party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other Party. The terms of this Agreement will be binding upon the Parties and their respective successors and permitted assigns.
12.6 Compliance with Law
Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of Curve Technology.
12.7 Force Majeure
Any delay in the performance of any duties or obligations of either Party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such Party, provided that such Party uses reasonable efforts, under the circumstances, to notify the other Party of the cause of such delay and to resume performance as soon as possible.
12.8 Independent Contractors
Customer's relationship to Curve is that of an independent contractor, and neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Curve.
12.9 Notices
All notices required or permitted under this Agreement must be delivered in writing, if to Curve, by emailing support@curvecompliance.com and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other Party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each Party may change its email address and/or address for receipt of notice by giving notice of such change to the other Party.
12.10 Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
12.11 Entire Agreement
This Agreement, together with all Exhibits hereto, is the final, complete and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Curve.