Terms of Service

Curacubby™ 

Terms of Service 

(For Service Providers) 

Last updated October 5, 2022 

THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE CURACUBBY SERVICE. AS USED IN THESE TERMS, “YOU” AND “YOUR” REFER TO YOU, THE ENTITY ENTERING INTO THESE TERMS. “CURACUBBY,” “WE,” “US,” OR “OUR” REFERS TO CURACUBBY, INC. 

BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICE. 

WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS OF SERVICE FROM TIME TO TIME, AND WE WILL PROVIDE YOU WITH THE NOTICE OF SUCH CHANGE OR CHANGES VIA REASONABLE METHODS. NO CHANGES WILL APPLY RETROACTIVELY AND WILL BECOME EFFECTIVE NO SOONER THAN fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. 

The latest version of these Terms may be accessed at: 

https://www.curacubby.com/policies-and-terms/tos-schools 

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

A. DEFINITIONS. 

For purposes of these Terms, the following capitalized terms have the meanings set forth below. Other terms may be defined elsewhere within these Terms in the context of their use. 

1. “Account” means an account created by or behalf of You within the Service through which you may access features of the Service. 
2. “Client” means a customer of your school or business with whom You may provide invoices for your goods or services, collect payments for such invoices, or engage in related communications with respect to such use of the Service. 
3. “Confidential Information” means all information disclosed by You to CuraCubby or by CuraCubby to You, whether orally or in writing, that is designated “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, your Data is deemed Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party from a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information. 

4. “Form” means any CuraCubby service order form executed or accepted by You with respect to your subscription to the Service, or any features thereof. 
5. “Other Services” means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information to which the Service links, to which You may connect or which You enable in conjunction with the Service, including, without limitation, Other Services which may be integrated directly with your Account. 
6. “Service” means the CuraCubby on-demand web-based school administration software solution, tools and services (collectively, the “Service”) made available online at www.curacubby.com by CuraCubby or such other website as CuraCubby may designate, including any and all updates, modifications or enhancements thereto and all related Documentation. 
7. “Term” means the period during which You have an active Account for use of the Service.
8. “your Data” means all electronic data, text, messages or other materials submitted to the Service by You in connection with your use of the Service.

The Service allows You to provide and send invoices to Clients, accept payments for invoices, and engage in Service related communications with Clients. Clients may accept invoice payments using one of the payment methods made available through the Service (for example, via payment card or automated clearing house (“ACH”). You may also view your history of invoices to, payment instructions and transaction history from, and related communications with Clients within the Service. Payments from Clients (less fees and other charges) will be deposited into the bank account You designate within the Service. Fees for the Service are further described in the Fees Section, SOW, or other mutually agreed upon document. Other charges and fees may be incurred from financial institutions and other third parties for failed transactions or other payment processing reasons. Information for those fees and other charges will be provided by those financial institutions and third parties; Merchant and Client are responsible for payment of such fees and other charges. 

1. Curacubby acts as an agent for the limited purpose of directing payments as instructed by You and your Clients. You may create and issue invoices using the Service. Your Clients may receive invoices created with Curacubby for your goods or services, and payments may be accepted or directed on You and/or your Clients’ behalf. You and your Clients agree that Curacubby is acting on behalf of the Client in carrying out such invoice payment transactions. 
2. Curacubby is not a financial institution, money services business, or money transmitter. Curacubby is not party to the You and your Client’s relationship. 
3. Curacubby shall not be held liable for any errors created or caused by You or your Client. 
4. CuraCubby reserves the right to modify, and update features of the Service from time to time, in its sole discretion. Additionally, CuraCubby may, from time to time, develop and incorporate new features and functionality into the Service (“New Features”). CuraCubby may offer You opportunities to order and/or purchase these New Features, and if you elect to do so, your use of such New Features will be governed by these Terms. 
   

C. RIGHTS AND RESPONSIBILITIES IN USING THE SERVICE.

1. During the Term and subject to your compliance with these Terms, You have the limited right to access and use the Service solely for the purposes set forth in Section B above. 
2. You must notify Curacubby immediately of any voluntary or involuntary loss or disclosure of confidential information, including passwords or access codes. Access to and use of password-protected and/or secure areas of the Service is restricted to authorized users only. You are solely responsible for maintaining the confidentiality and security of the username(s) and password(s) for your Account(s). You are solely responsible for all activity occurring under the username(s) and password(s) for your Account(s). 
3. You and Curacubby recognize that your clients’ access and use of the Curacubby Service constitutes their acceptance of the Terms of Service for Users, on the condition that your clients are informed of the Terms of Service prior to utilizing the platform. Such notification can be achieved through an email from you or during the onboarding process.
4. 4. You may not (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (d) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (e) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (f) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (g) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Service; (h) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (i) use the Service to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 103 unless expressly agreed to otherwise in writing by CuraCubby; or (j) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software. 
5. A high speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections through which You connect to the Service, including, but not limited to, “browser” software that supports protocols used by CuraCubby, and following procedures for accessing services that support such protocols. We assume no responsibility for the reliability or performance of any such connections. 
6. In addition to Our rights as set forth in the Cancellation and Termination of the Services Section, CuraCubby reserves the right, in CuraCubby’s reasonable discretion, to temporarily suspend your access to and use of the Service: (a) during planned downtime for upgrades, updates and maintenance to the Service (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, or acts undertaken by unauthorized third parties, including without limitation, distributed denial of service attacks; or (c) if We suspect or detect any malicious software connected to your Account or use of the Service by You. We will use commercially reasonable efforts to schedule Planned Downtime for off-peak hours.

1. We may collect certain information about You, your Clients, as well as your devices, computers and use of the Service (collectively :”your Information”). We use, disclose, and protect this information as described in Our Privacy Policy, the current version of which is available at www.curacubby.com/pp and is incorporated into these Terms. 

2. You agree to provide CuraCubby with accurate contact information, including but not limited to a phone number, physical mailing address, and email address, which are required so that CuraCubby may provide the Service. 
3. When You provide CuraCubby with your email address and/or phone number, you agree that CuraCubby has your permission to contact you at such email address and/or phone number for purposes of servicing your Account, including for purposes of sending you alerts regarding the status of your Account. your consent allows CuraCubby to use text messaging, automated messages and automatic dialing technology for informational and service calls related the Service, but not for telemarketing or sales purposes. Message and data rates may apply based on your mobile service plan. You may contact Our support team at support@curacubby.com any time to change these preferences. 
4. You must require your Clients who use Curacubby to provide and maintain accurate information in their Account at all times, including contact information, and are required to provide You and Us with these updates as reasonably as possible.

1. Your Account. You and your Client authorize Curacubby to initiate debit and credit entries to your school or business Account (“Your Account”). You agree to maintain sufficient funds in this Account to cover Your payment transactions. You authorize and state that you have the authority to agree to such transactions for the school or business Account, and that this Account is valid and legitimate for the handling of these transactions. This authority is to remain in effect until Curacubby receives written notice from You or your authorized representative revoking permission.
   
   This authorization is for transaction payments to be debited or credited to the school or business Account, less any payments, fees, or any other funds owed to Curacubby or its third parties. All changes to the identification of your Account, including any updated Account information, under this authorization must be made in writing in accordance with the Agreement. 

2. Your Refund Policy. Curacubby is not liable for the resolution of any disputes or restitution of funds, which includes any request for refunds, between Merchant and Client that may arise. You acknowledge and agree that You and Clients shall not seek refunds from Curacubby, and You & Client shall bear sole responsibility for refunds.
   
   If Client is not happy with your products or services, You must resolve such issues with Client directly in accordance with the school or business refund policy. Resolution will be based on your refund policy. We strongly advise you to publish and make your refund policy readily available and accessible to your Clients at all times. You should also provide your refund policy to Client before requesting each and every payment.
   
   If a Transaction is the result of a breach, or prohibited activity, Curacubby may assist You in the reversal, return, refund, or chargeback of such a Transaction resulting from a breach or prohibited activity. 

3. Payment Cancellation. Curacubby reserves the right to cancel, or suspend payments at any time for any reason. In the event any transactions are canceled or suspended, Curacubby will provide You and/or your Clients of such cancellations or suspensions prior to timeframes required by law. Notifications will be sent to the email address provided by You and your Clients. If Curacubby or Merchant do not have Client’s contact information, Curacubby will exercise best efforts to inform Client of any canceled or suspended payments; however, Curacubby relies on updated and accurate contact information from Merchant and Clients. 

1. You acknowledge and agree that, in the event of any dispute between You and your Client, You will seek to resolve such disputes directly with your Client and will not involve CuraCubby, as we are NOT a party to your relationship. 
2. 2. You further represent and warrant to CuraCubby that: (i) You do business in the United States and will use the Service to send invoices, and facilitate payment(s in the United States only for transactions that were made in the United States; (ii) You are willing and capable of electronically reviewing, printing and saving all invoices, materials, disclosures, terms or other content delivered through the Service; and (iii) You will provide, and update as necessary, your complete and accurate bank account information and other required information for purposes of completing transactions as instructed. . 
3. You acknowledge and represent that You have explicit written permission from your Client to share your Client’s data, your information and other information with Us.
4. You acknowledge and represent that all your Client’s data, your Information and other information collected by You and communicated or provided to Us is accurate.

1. We each agree to protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as We protect our own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use the other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and agents who have a need to know for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. 
2. CuraCubby will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your Data. 
3. You agree that CuraCubby and the service providers it utilizes to assist in providing the Service have the right to access your Account and to use, modify, reproduce, distribute, display and disclose your Data solely to the extent necessary to provide the Service, including, without limitation, in response to your support requests. Any third party service providers We utilize will only be given access to your Account and your Data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations. 
4. 4. CuraCubby may also access or disclose information about You or your Account in order to (a) comply with applicable law, regulation or legal process; (b) protect CuraCubby’s or its customers’, users’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Service; or (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or

1. CuraCubby and its licensors own all right, title and interest in and to the Service, including all related intellectual property rights. CuraCubby reserves all rights in and to the Service not expressly granted to You under these Terms. You may not delete or in any manner alter CuraCubby’s or its licensors’ copyright, trademark, and other proprietary notices appearing on the Service or any portion thereof. Additionally, CuraCubby shall exclusively own all right, title and interest in and to any and all suggestions, enhancement requests, recommendations or other feedback provided by You relating to the Service ("Feedback"), and You hereby assign to CuraCubby all of your right, title, and interest in and to such Feedback, including all intellectual property rights therein or relating thereto. At CuraCubby's reasonable request and expense, You will execute necessary documents and take such further acts as CuraCubby may reasonably request to assist CuraCubby to acquire, perfect and maintain such intellectual property rights in and to Feedback. 
2. As between You and CuraCubby, You exclusively own all right, title and interest in and to all your Data. Your Data is deemed your Confidential Information under these Terms.

1. This Site may contain other links to third party sites. We are not responsible for any of these third party websites. If you decide to access any of the third party websites, you do so entirely at your own risk. You may be subject to these third party website terms, privacy policies, and/or notices.

J. PAYMENT PARTNERS

Curacubby is not a bank.  Curacubby has contracted with certain service providers in order to provide services to you. Certain services are offered through Synapse Financial Technologies, Inc. and its affiliates Synapse Brokerage LLC and Synapse Credit LLC (collectively, “Synapse”) and certain third-party financial service providers (each of the foregoing being a “Partner Financial Institution”). Synapse is not a bank and is not affiliated with Curacubby. Brokerage accounts and cash management programs are provided through Synapse Brokerage LLC (“Synapse Brokerage”), an SEC-registered broker-dealer and member of FINRA and SIPC. Additional information about Synapse Brokerage can be found on FINRA's BrokerCheck. By participating in a Synapse cash management program, you acknowledge receipt of and accept the Synapse Terms of Service and Privacy Policy, and the applicable disclosures and agreements available in Synapse’s Disclosure Library. The Partner Financial Institution(s) participating in a Synapse cash management program can be found in the List of Program Banks. By creating an account with Curacubby and initiating financial transactions, you agree to the Synapse Terms of Service and Privacy Policy. You also agree to the terms of service and privacy policy of Synapse’s Partner Financial Institution corresponding to the financial service and product(s) you select (collectively, “Synapse Terms”), each of which can be found here and which are incorporated herein by reference. By creating an account with us, you acknowledge that Synapse may share your information as necessary with their affiliates, Partner Financial Institutions and other service providers in connection with providing their respective services. It is your responsibility to make sure that the information you provide to Curacubby is accurate and complete. Additionally, you are responsible for complying with Synapse Terms when using your account. It is your responsibility to read and understand Synapse Terms as it contains terms and conditions relating to your account including but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitration provisions. All financial transactions are performed by Synapse’s Partner Financial Institutions, a list of which can be found at synapsefi.com/legal. Curacubby will provide you with all access to all transaction notifications and account balances in addition to providing customer support relating to your account. You should refer to your account agreement for more important information.

If You subscribe to any features of the Service for which CuraCubby charges fees (“Paid-Features”), the terms of this Section will apply. To the extent You’ve elected to subscribe to features of the Service that are free-of-charge, then terms and conditions related to Fees within this Section or elsewhere in these Terms do not apply to You. 

1. Unless otherwise indicated on an applicable Form, SOW, or other mutually agreed document referencing these Terms, all fees and charges associated with your access to and use of Paid-Features (“Fees”), if any, are due in full upon commencement of your subscription to such features. 
2. If You fail to pay Fees indicated on any Form referencing these Terms within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, then in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You. 
3. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessed against CuraCubby based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so, and You agree to pay such Taxes if so invoiced.

4. If You pay by payment card or certain other payment instruments, the Service provides an interface for You to review and change payment information (e.g., upon card renewal). You will receive a confirmation receipt upon CuraCubby’s receipt of payment or may obtain a receipt from within the Service to track subscription status. If You register for a subscription to Paid Features that automatically renews, You hereby authorize CuraCubby to bill your payment card or other payment method in advance on a periodic basis in accordance with the terms of the applicable subscription plan until You terminate your subscription, and You agree to pay any subscription charges so incurred. CuraCubby uses a third-party intermediary to manage payment processing, and this intermediary is not permitted to store, retain or use billing information except to process your payment card information for CuraCubby.
   
   

1. These Terms, as amended, changed and modified from time to time, remain in effect with respect to You for so long as You maintain an Account to use the Service (the “Term”). You may discontinue use of the Service at any time by providing written notice to CuraCubby via email at support@curacubby.com. 
2. CuraCubby reserves the right to suspend or terminate your access to (a) Free Features of the Service (or any part thereof) at any time, and (b) Paid Features of the Service upon thirty (30) days prior notice to You. Additionally, CuraCubby reserves the right to suspend or terminate your Account or your rights to access and use the Service, and to remove, disable and discard any of your Data if We believe that You have violated these Terms. CuraCubby shall not be liable to You or any other third party for any such modification, suspension or discontinuation of your rights to access and use the Service as stated in this Section. 
3. Following the termination or cancellation of your access to the Service, We reserve the right to delete all your Data in the normal course of operation. Upon termination, the Client shall have 15 business days to export Client data.  After that, all Client data will be deleted. your Data cannot be recovered once your Account is terminated or canceled. 
4. The following Sections will survive any expiration, termination or cancellation of these Terms: F, G, H, I, J, K, L, M, N & O
   
   

M. INDEMNIFICATION

You shall defend and indemnify and hold harmless CuraCubby and its directors, officers, employees, agents, stockholders, affiliates, subcontractors from and against all allegations, claims, actions, suits, demands, damages liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs which arise out of, relate to or result from incorrect Client Information and/ or your Information. 

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE, INCLUDING ALL COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND CURACUBBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CURACUBBY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE

OBTAINED BY YOU FROM CURACUBBY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. 

1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. 
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, CURACUBBY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OF THE SERVICE, SHALL IN NO EVENT EXCEED THE GREATER OF (A) AMOUNTS PAID BY YOU TO CURACUBBY IN THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD, OR (B) $100. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF CURACUBBY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CURACUBBY HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS. 
3. THE LIMITATIONS SET FORTH IN THIS SECTIONS WILL NOT APPLY TO EITHER PARTY’S BREACH OF OBLIGATIONS RELATED INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY AS MAY BE LICENSED UNDER THESE TERMS. 
4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, CURACUBBY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

1. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or your rights under these Terms or delegate performance of your duties under these Terms without CuraCubby’s prior consent. We may, without your consent, assign Our agreement with You in connection with any merger or change of control of CuraCubby or the sale of all or substantially all of Our assets, provided that any such successor agrees to fulfill its obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 
2. These Terms, together with any Form(s), constitute the entire agreement, and supersede any and all prior agreements between You and CuraCubby with regard to the subject matter Notwithstanding the foregoing, additional terms (the “Special Terms”) may apply to certain features or functionality CuraCubby offers through the Service (“Special Features”). In those instances, CuraCubby will notify You of such Special Terms prior to the activation of such Special Features, and your activation of such Special Features in your Account will be considered acceptance of the applicable Special Terms. All such Special Terms will be considered incorporated into these Terms when You activate the Special Features. Where there is a conflict between these Terms and the Special Terms, the Special Terms will control but only with respect to the Special Features. 
3. We may amend these Terms from time to time, in which case the new Terms will be posted on the Changes Page and supersede prior versions. Please review these Terms your continued use of the Service following the effective date of any such amendment may be relied upon by CuraCubby as your consent to any such amendment. 
4. If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect. 
5. CuraCubby’s failure to enforce, at any time, any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms. 
6. The Service may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Service by You. You may not access or use the Service if You are located in any jurisdiction in which the provision of the Service is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You may not provide access to the Service to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) You are not named on any U.S. government list of persons or entities prohibited from receiving S. exports, or transacting with any U.S. person, and (b) You are not a national of, or a company registered in, any Prohibited Jurisdiction. 
7. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between or among the
8. All notices to be provided by CuraCubby to You under these Terms may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by You on any Form; or (b) electronic mail to the electronic mail address provided for your Account. Any notice to CuraCubby must be in writing and sent by Courier or certified US mail to the following address: CuraCubby, Inc., WeWork, 2120 University Ave, Berkeley, CA 94704. Notices will be deemed to have been given immediately upon successful delivery if sent by electronic mail, upon confirmed delivery if sent by Courier, or two (2) business days after being deposited in the US mail if sent by certified US mail. 
9. You agree that regardless of any statute or law to the contrary, any claim or cause of action You bring arising out of or related to your use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. 
10. Force Majeure. Curacubby will not be liable to You in any way whatsoever for any failure or delay in performance of any of its obligations under these terms arising out of any event or circumstance beyond the reasonable control of Curacubby.