Effective Date June 6, 2016
I. Introduction; Consent to Terms
II. Subscriptions; Billing; Price Changes; Payment Methods; Late Payments; Cancellation; Refunds; Chargebacks
A. Subscriptions and Billing
The Cureate Services include Cureate Connect, a food and beverage procurement service that connects individuals and organizations (the "Buyers") with small to mid-size food and beverage companies that are looking to grow and scale their businesses (the "Vendors").
Buyers interested in using Cureate Connect must have internet access, purchase a subscription, and provide Cureate with a valid and accepted method of payment (as may be updated from time to time, the "Payment Method").
Buyers may pay their subscription fees on either a monthly or annual basis. Payment for a monthly subscription is due thirty (30) calendar days following the date on the Cureate invoice ("Net 30”), which will be distributed in accordance with the billing guidelines below. Buyers interested in an annual subscription may be eligible for a discount, and payment for an annual subscription is due at the time of registration ("Prepaid Annual Fees"). A monthly subscription will continue on a month-to-month basis until either you or Cureate cancel the subscription. If you are interested in canceling your subscription, you must do so before it renews for the next month to avoid being billed for the next month. An annual subscription will automatically renew at 12:00 a.m. on the calendar day after the current subscription expires unless you cancel it. For example, if your annual subscription expires on May 31, and you do not cancel it, a new annual subscription will begin at 12:00 a.m. on June 1.
The initial subscription payment is due upon the creation of a Cureate Connect account. Cureate will then bill you for the cost of your subscription at the beginning of the paying portion of your subscription and each month thereafter until the subscription is canceled. Cureate will send an invoice to the e-mail address provided in your profile several days before payment is due. Cureate reserves the right to change the timing of billing, particularly if your Payment Method has not successfully settled. In the event that a subscription begins on a date not contained in a given month, Cureate may require payment on a different date in the applicable month as we deem appropriate. For example, if you began your subscription on January 31, your next payment is likely due on February 28th.
B. Price Changes
C. Payment Methods
When registering directly through the Cureate Connect platform, you may add your payment information, such as your credit card number, and request to be sent an invoice each time payment is due. You may change your Payment Method information at any time by visiting the Cureate Connect website and clicking on the "Your Account" link. If a payment is not successfully collected due to insufficient funds, expiration of your Payment Method, or otherwise, and you do not change your Payment Method or cancel your account, then you remain responsible for any uncollected amounts and authorize Cureate to automatically continue billing your Payment Method once it is updated. A change to your Payment Method may change your payment billing dates.
Buyers may request invoices be delivered either weekly or monthly and may pay invoices via check or ACH.
D. Late Payments
By registering for a subscription and designating a Payment Method, you authorize Cureate to charge, either directly or through a third-party vendor, your Payment Method for any and all subscription and other fees that are unpaid forty-five (45) calendar days after the date on the Cureate invoice that shows the fees to be paid (the “Delinquent Invoice Payments”). Delinquent Invoice Payments will be automatically charged at the rate for services in effect at the time the Delinquent Invoice Payment is made. If Cureate does not receive payment within the designated net terms, then invoices are subject to a 1.5% interest charge each week until payment is made.
You may cancel your Cureate Connect subscription at any time. If you choose to cancel your subscription, you will continue to have access to Cureate Connect through the end of the billing period during which the cancellation is requested, and your account will automatically close at the end of the billing period. To cancel your subscription, go to the "Your Account" link on the Cureate Connect website and follow the instructions for cancellation. WE WILL NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS.
EXCEPT FOR THE 24-HOUR PERIOD IMMEDIATELY FOLLOWING INITIAL REGISTRATION, ALL SUBSCRIPTION FEE PAYMENTS ARE NONREFUNDABLE, AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED SUBSCRIPTION PERIODS. Cureate may, in its sole discretion and at any time, provide a refund, discount, or other consideration to some or all of its members ("Credits"). The amount and form of Credits is at our sole and absolute discretion. The provision of Credits in one instance does not, under any circumstances, entitle you to Credits in the future for similar instances, nor does it obligate Cureate to provide Credits in the future.
A $35.00 per response chargeback fee, along with any collection costs and/or cancellation fees in accordance with the above cancellation policy, will be assessed to cover the cost of responding to fraudulent credit card chargebacks. If you submit a chargeback request to the card issuer twice, and the issuer rules in Cureate's favor both times, then the entire amount owed shall become immediately payable and considered nonrefundable.
Cureate's names and logos are trademarks or service marks (“Marks") of Cureate. All rights in the Marks are reserved. You may not use any Marks or other logos or graphics without Cureate's prior written consent. To request permission to use Cureate's marks, please Contact Us.
V. User Materials
You, as a user of the Cureate Services, may contact us or sign up to use the Cureate Services, create a public profile for your account, post requests for proposal (each, a "RFP"), bid on RFPs, join our mailing list, share content from our websites on social media, and post, upload, e-mail, transmit and otherwise submit comments, messages, images and information about yourself and/or your business (collectively, the "User Materials"). You acknowledge that User Materials may be routed through our servers, the servers of one or more third parties, and the internet, and may be viewed by Cureate staff and by the general public on the Cureate Services. You acknowledge that the Cureate Services, including any social networking features, forums, discussion boards, the Contact Us page, and other features are for public, and not private, communications.
Cureate reserves the right to, but does not have a duty to, screen, refuse to post, remove, or edit User Materials at any time and for any or no reason in our absolute and sole discretion without prior notice. If we elect to screen User Materials, there may be a delay in posting the content. If we have questions about your User Materials, we have the right to, but not a duty to, contact you for further information, including to verify that you are the owner of or otherwise have the authority to post the User Materials.
You retain the copyright and other ownership rights in any User Materials that you submit on or through the Cureate Services. However, by submitting User Materials on or through the Cureate Services, you grant Cureate, other Content Providers and their respective licensees a non-exclusive, perpetual, royalty-free, worldwide, transferable license to use, copy, sublicense, modify, transmit, display, create derivative works of, host, index, cache, tag, encode, and/or adapt your User Materials in any and all media formats, channels or platforms, including digital and mobile platforms and formats (whether now known or hereafter devised) without payment and without notice to you or request for your consent. You further grant Cureate the right to contact you in connection with your User Materials and to use your name, city, state and other information you provide in connection with the User Materials.
VI. Links to Third-Party Sites, Applications, Platforms, and Services
The Cureate Services contain or may contain links to websites, applications, platforms and services maintained by third parties over which Cureate has no control. Cureate does not endorse the content, products or services of such websites, applications, platforms or services, or any of their operators, and Cureate is not responsible for or liable for the content, availability, accuracy, quality, or advertising of any products, services, or other materials on or available from such websites, applications, platforms and services. Cureate shall not be responsible for or liable for, directly or indirectly, any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, products or services available on or through third-party websites, applications, platforms and services.
Occasionally, the Cureate Services may include certain embedded tools provided and controlled by third parties and governed by the terms and policies of the third parties. You should only use third-party tools if you agree to the terms and policies of the third party in question.
VII. Rules for Using the Services
By using the Cureate Services, including by registering for Cureate Connect, posting RFPs, participating in bids, using social networking features, forums or discussion boards, and submitting User Materials through the Cureate Services, you agree to the following rules (collectively, the “Rules for Using the Services”):
- You must be at least eighteen (18) years of age to submit any User Materials or personally identifiable information on or through the Cureate Services, create a public profile, post RFPs, or bid on RFPs. If you are between the ages of thirteen (13) and eighteen (18), you may browse the Cureate Services with the consent of a parent or guardian so long as you do not submit any User Materials. If you are under thirteen (13) years of age, please do not send any information about yourself, including your name, address, or e-mail address. If we discover that we have collected any personally identifiable information about a child under thirteen (13), we will remove the information from our database as soon as possible. If you are a business owner under the age of eighteen (18) and want to participate in the bidding process or aspects of the Cureate Services, a parent or guardian age eighteen (18) or over must establish an account and interact with the Cureate Services on your behalf.
- You are solely responsible for maintaining the confidentiality of your account and password. You are fully responsible for all activities that occur on your account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be temporarily suspended or terminated. Cureate is not liable for any losses or damages that arise from your failure to comply with this rule.
- You may not use the Cureate Services for any illegal purpose including, but not limited to, conspiring to violate a federal or state law, stalking or harassing users, or uploading, posting, e-mailing, transmitting, or otherwise making available any content that includes information that you have no right to disclose or make available under any law or under a contractual or fiduciary relationship (such as insider information or proprietary and confidential information learned as part of an employment relationship or disclosed under a nondisclosure agreement).
- You may not submit any User Materials under a false name or a false e-mail address. You may not impersonate another user or provide any false information about yourself or your business, including, but not limited to, misrepresenting your current or previous positions and qualifications or your past or present affiliations with a person or entity.
- You may not submit any User Materials that contain, or link to, material that is libelous, defamatory, false, obscene, indecent, lewd, pornographic, violent, abusive, threatening, harassing, discriminatory, harmful to children, in violation of any law, in violation of third-party privacy rights, or that constitutes hate speech or an attack on another individual.
- You may not submit any software or other material that contains any virus, trap door, back door, worm, Trojan horse or other harmful computer code, file, script, agent, program, adware, device, or other feature that may access, alter, delete, damage or disable any hardware, software, information or other property of Cureate.
- You may not interfere with or disrupt the integrity or performance of the Cureate Services or any portion or contents thereof or related systems or networks. You may not use the Cureate Services in any way that degrades their reliability, speed, operation, or underlying hardware or software. You may not attempt to gain unauthorized access to the Cureate Services or related systems or networks.
- All information publicly posted on or privately transmitted through the Cureate Services is the sole responsibility of the person from which the information originated. Cureate cannot guarantee the identity of any users with whom you may interact in the course of using the Cureate Services.
VIII. Representations and Warranties; Indemnity
A. Representations and Warranties
You agree to indemnify and hold harmless Cureate, its Content Providers and their respective officers, directors, employees, partners, and licensees from any and all claims, liabilities, costs or expenses, including reasonable attorneys' fees, and any direct, indirect, incidental, special, consequential or exemplary damages arising from: (1) your breach of any of the above representations and/or warranties; (2) your use of the Cureate Services; (3) the User Materials you submit on or through the Cureate Services; and/or (4) the publication, distribution or use of your User Materials by Cureate or the authorized publication, distribution or use of your User Materials by Cureate’s Content Providers, licensees, or users of the Cureate Services.
THE CUREATE SERVICES AND ANY MATERIALS, USER MATERIALS, FEATURES, OPPORTUNITIES OR PRODUCTS AVAILABLE THROUGH THE CUREATE SERVICES ARE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUREATE DOES NOT WARRANT THAT THE CUREATE SERVICES WILL BE UNINTERRUPTED OR FREE OF ERRORS. CUREATE DOES NOT MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CUREATE SERVICES. CUREATE DOES NOT ENDORSE, RECOMMEND, OR MAKE ANY WARRANTIES AS TO THE CONTENT, INFORMATION, MATERIALS, USER MATERIALS, FEATURES, SERVICES, OPPORTUNITIES, PRODUCTS, OPINIONS, OR STATEMENTS AVAILABLE ON OR THROUGH THE CUREATE SERVICES OR THROUGH ANY LINKS ON THE CUREATE SERVICES. CUREATE DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. CUREATE DOES NOT ASSUME RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. USE OF THE CUREATE SERVICES IS ENTIRELY AT YOUR OWN RISK. ANY TRANSACTIONS THAT MAY ARISE BETWEEN USERS FROM THEIR USE OF THE CUREATE SERVICES ARE THE SOLE RESPONSIBILITY OF THE USERS INVOLVED.
CONTENT ON THE CUREATE SERVICES IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE OF ANY KIND. NOTHING CONTAINED IN OR ON THE CURATE SERVICES IS OR SHOULD BE CONSIDERED, OR USED AS A SUBSTITUTE FOR, BUSINESS OR FINANCIAL ADVICE. SEEK THE INDEPENDENT ADVICE OF A QUALIFIED BUSINESS OR FINANCIAL ADVISOR IF YOU HAVE ANY QUESTIONS REGARDING YOUR BUSINESS OR FINANCIAL AFFAIRS.
X. Limitation of Liability
IN NO EVENT WILL CUREATE OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES: (1) ARISING OUT OF THE USE OF OR INABILITY TO USE THE CUREATE SERVICES; (2) RELATING TO ANY CONTENT ON THE CUREATE SERVICES; OR (3) IN CONNECTION WITH ANY THIRD-PARTY CONTENT OR MATERIALS (INCLUDING USER MATERIALS) OR THE DEFAMATORY, INFRINGING, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT WILL CUREATE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR CONTENT PROVIDERS BE LIABLE FOR ANY AMOUNT IN EXCESS OF $100.
XI. Right to Change Cureate Services
Cureate reserves the right to change, terminate or suspend the Cureate Services, any features of the Cureate Services, and any content or materials contained on the Cureate Services, in any way, at any time, and for any reason or no reason. Cureate also has the right to require you to cease accessing any features, content, or materials of the Cureate Services at any time and for any reason or no reason.
XII. Digital Millennium Copyright Act (“DMCA”) Notices; Copyright Agent
Cureate respects the intellectual property rights of others. To the best of our knowledge, the content that appears on the Cureate Services does not infringe on the copyrights of others.
If you believe that your work has been copied in a way that constitutes copyright infringement by any content or material on the Cureate Services, please provide the following information in writing to our Copyright Agent (see 17 U.S.C. § 512(c)(3) for further details):
- A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner.
- A description of the material you believe is infringing or is the subject of infringing activity and would like to either have removed or the access to it disabled, and information reasonably sufficient to permit Cureate to locate the material, such as the URL of the material.
- Information that we can use to contact you, such as your address, telephone number, and e-mail address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate and, under penalty of perjury, that you are either the owner of the copyright allegedly infringed or authorized to act on behalf of the copyright owner.
If you believe that Cureate improperly removed or disabled content or materials that you posted, uploaded or submitted to the Cureate Services, please provide the following Counter-notification to our Copyright Agent (see 17 U.S.C. § 512(g) for further details):
- Your physical or electronic signature.
- A description of the materials that have been removed or to which access has been disabled and the location where the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material.
- Your name, address, and telephone number.
- A statement that you consent to the jurisdiction of the federal district court for the judicial district in which the address you provided is located and that you will accept service of process from the person who notified Cureate of the alleged infringement.
Cureate’s Copyright Agent can be reached at:
P.O. Box 96503 #89856
Washington, DC 20090
Phone: (908) 642-2309
Only DMCA notices should be sent to this address. Please send other comments or questions through our Contact Us page.
XIII. International Users
The Cureate Services are intended for individuals and entities controlled, located, and operated within the United States. Cureate makes no representation that content, materials, opportunities, or products referenced or available on the Cureate Services are appropriate or available for use outside of the United States. If you access the Cureate Services from a location outside the United States, you are responsible for complying with applicable laws, including local laws regarding online conduct and content and United States’ export laws and regulations.
The Governing Documents represent the entirety of the agreement and understanding between Cureate and users of and visitors to the Cureate Services regarding use of the Cureate Services. The Governing Documents supersede any prior correspondence, conversations, documents, or any other oral or written understanding related to the use of the Cureate Services. The Governing Documents are each governed by and construed under the laws of the District of Columbia, without regard to its choice of law rules, and the laws of the United States. To the extent permissible by law, any disputes under the Governing Documents or relating to the Cureate Services shall be litigated in the local or federal courts located in the District of Columbia. You hereby consent to personal jurisdiction and venue in the District of Columbia. A modification or waiver of a portion of either or both of the Governing Documents shall not constitute a waiver or modification of any other portion of either or both of the Governing Documents. If for any reason any provision of either or both of the Governing Documents is found unenforceable, the provision will be enforced to the maximum extent permissible, and the remainder of the provisions in either or both of the Governing Documents will continue in full force and effect.