Terms of Service

CuraCubby™

Terms of Service

(For Users)

Last updated October 6, 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 INDIVIDUAL,  ENTERING INTO THESE TERMS. “CURACUBBY,” “WE,” “US,” OR “OUR” REFERS TO CURACUBBY, INC. 

BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX TO INDICATE ACCEPTANCE OR BY EXECUTING AN AGREEMENT THAT INCORPORATES THESE TERMS BY REFERENCE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MUST DISCONTINUE ANY AND ALL USE OF 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 VIA THE SERVICE. . 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: www.curacubby.com/policies-and-terms/tos-users

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.

1. To be eligible to use and access the Service, you must be at least eighteen (18) years old or have reached the age of majority in your jurisdiction.
2. You must review and submit a signed copy of the Curacubby Service Requirement and Consent Form. 

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. “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.
3. “Form” means any CuraCubby service order form executed or accepted by You with respect to Your subscription to the Service, or any features thereof.
4. “Merchant” means the school or business (a) of which you are a customer, (b) partners with  CuraCubby and (c) uses the Service, including, but may not limited to,  receive invoices from, provide payment instructions and direct payments for the invoices, or engage in related communications with respect to use of the Service.
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 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. 

1. 1. The Service allows You to receive invoices from the Merchant, make payments for such invoices, and receive invoice and payment related communications with the Merchant. The Service allows you to make invoice payments to the Merchant by using one of the  payment methods made available to You through the Service (for example, via payment card or automated clearing house (“ACH”)). The Service also provides Your history of invoices, payments and related communications with the Merchant. 

1. 2. Payments. Payments to the Merchant will be charged to or debited from the payment method or bank account for which You provide account information in your Account, and will be applied to the invoices sent  by the Merchant. 

1. 1. If You make invoice payments to Merchant using the Service, You are required to maintain accurate payment information with Merchant and Curacubby at all times. It is your responsibility to update your Account with accurate payment information for your selected payment method (e.g., new expiration date).  
   2. You will receive payment confirmation for a Merchant payment. 
   3. When You arrange to pay an invoice using an ACH payment, or payment from your bank account, You acknowledge that You have sufficient funds to make the payment.
   
   3. “Auto-Pay;” Renewing/Subscription Payments.

1. 1. If your Merchant is able to provide You an “Auto-Pay” option, You may have the option to schedule an automatic payment. You may schedule automatic payment using the Service. When You opt-in for Auto-Pay, You will schedule the automatic payment and are authorizing a payment to be made that will be applied to Merchant’s invoice. Curacubby will authorize the Payment Partner (see Section J below for more details) to make the payment (ACH, credit card, etc.) as you have instructed on your behalf.
   2. Subscription Payments. You may also register for a subscription to Paid Features that automatically renews. You authorize CuraCubby in advance to use the designated payment method ion a periodic basis in accordance with the terms of the applicable subscription payment plan until You terminate Your subscription, and You agree to pay any subscription charges or fees incurred.  You may obtain a receipt from within the Service to track subscription status. 
   
   4. Unsuccessful Auto-Pay Payment. If you do not have sufficient funds and You have opted for Auto-Pay, You will be notified via email and/or text message. Upon CuraCubby’s notification to You of such failure, you agree to link a new, valid payment method within three (3) business days. Your Account may be disabled until a valid payment instrument is provided and the outstanding uncharged balance is resolved by CuraCubby.
2.  
3. 5. Fees for Failed Payment. CuraCubby is not responsible for any charges imposed by the issuer of your payment instrument as a result of any failed charge by CuraCubby.
4.  
5. You agree that You will be responsible for any legal, court, arbitration or collection agency fees associated with rectifying your Account and all monies owed thereunder. You agree that CuraCubby, or any agency or business employed by CuraCubby, has the right to contact you and your heirs via telephone, email or in-person using the information you provided upon registration or during any contact with CuraCubby, in an effort to collect any monies and fees owed under your account, whether specifically referenced in these Terms of Services or not, and such contact may be made in a manual or automated fashion.
6.  
7. 6. Cancel/Suspend Payment. Curacubby reserves the right to cancel or suspend any payment at any time, for any reason. In the event Curacubby cancels or suspends any pending or scheduled Payment, you will be notified within 14 days of the cancelled or suspended payment to the email address provided in your Account, or your last known email address.
8.  

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 C above.
2. 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. 160.103 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.
3. 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), and You assume all liability for sharing or disclosing such username(s) and password(s). You agree to immediately contact Us and the applicable Merchant if You become aware that the security of the username(s) and password(s) for Your Account(s) may have been compromised or if there has been unauthorized access to 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).
4. 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.
5. In addition to Our rights as set forth in the Cancellation and Termination of Service Section, CuraCubby reserves the right, in Curacubby 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 as well as Your devices, computers and use of the Service. However, we do not collect information from children under 13 years of age. 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. CuraCubby uses a third-party intermediary to manage pament card processing, and this intermediary is not permitted to store, retain or use Your billing information except to process Your payment information for CuraCubby. 
3. Without limiting the terms of the Privacy Policy referenced above, You specifically agree to provide CuraCubby with valid contact information as CuraCubby may reasonably request, including but not limited to a valid phone number and email address, so that CuraCubby may contact You to provide certain information related to the Service. 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 to your Account and the Service we provide You, 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. Opting Out of Communications: You may opt-out from receiving email and/ or text messages by clicking on the unsubscribe button that is at the bottom of marketing emails or You may also opt-outby emailing us at support@curacubby.com. Please note that you may not be able to unsubscribe from such communications which are necessary to Your use of  the Servicesor any other legal notice(s).  

1. You acknowledge and agree that: (a) the Service and the content that may be hosted within the Service are not an endorsement of the Merchant by CuraCubby; and (b) in the event of any dispute between You and the Merchant, You will seek to resolve such disputes directly with the Merchant. Curacubby is not responsible for the Merchant’s goods or services, and as such, Curacubby does not handle any disputes regarding Merchant.  
2. If You use the Service to pay for Merchant’s invoices, You further represent and warrant to CuraCubby that: (i) You reside  in the United States and will use the Service to receive invoices, and make paymenonly for transactions that were made in the United States; (ii) You are willing and capable of electronically receiving, reviewing, printing and saving all invoices, materials, disclosures, terms or other content delivered to You through the Service and consent to the disclosure by the Merchant to CuraCubby of the information and invoice details required to create and distribute invoices to, and receive payment from You; (iii) You will provide Your complete and accurate payment information; (iv) Your liability for any payment You make through the Service using a credit or debit card or ACH will be governed by the agreement for the credit or debit card company or bank You use; and (v) You have sufficient funds to make payment through the Service .
3. CuraCubby is not a financial institution, not a money services business, and not a money transmitter. 

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 each 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. 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 Services; or (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

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. Curacubby and our website 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.

1. SynapsePay. “EFT” processing.
   1. By entering into this agreement, you agree to the terms of service of SynapsePay (one of our financial services partners) found at https://synapsepay.com/legalwhich are incorporated herein by reference.
   2. Electronic Fund Transfers ("EFTs") and Account Balances. By creating an account with Curacubby and initiating bank deposits or withdraws (i.e. EFTs), you agree to the terms of service and privacy policy of our financial software provider, SynapsePay, and SynapsePay financial institution partner’s Terms of Service & Privacy Policy (https://synapsepay.com/legal) (“SynapsePay TOS”) which are incorporated herein by reference. Terms not defined in this section shall be defined in SynapsePay TOS. 

We have partnered with SynapsePay, a financial services software company, to help parents pay their designated school via bank ACH payments. When you sign up for an account with our Platform, you will also be prompted to sign up for a SynapsePay User Account (as define in SynapsePay TOS). You authorize us to share your identity and banking information with SynapsePay to open and support your User Account as further details in our Privacy Policy (hyperlink) and SynapsePay’s Privacy Policy. It is your responsibility to make sure the data you provide us is accurate and complete. Additionally, you are responsible for complying with SynapsePay TOS when using your User Account. It Is Your Responsibility To Read and understand SynapsePay TOS as It Contains terms and conditions relating to your SynapsePay user account including but not limited to Your Rights, Limitations, reversal and other Liabilities, Limitation Of Liability And binding Arbitrations Provisions. When you open a SynapsePay User Account, you will link a checking or savings account to perform EFT and, if applicable, deposit funds into your SynapsePay User Account. Deposits into your SynapsePay User Account are held by SynapsePay's financial institution partners as detailed in SynapsePay TOS. DEPOSITS HELD IN A SYNAPSEPAY USER ACCOUNT MAY BE ELIGIBLE INSURANCE BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) ON A PER USER BASIS DEPENDING ON THE RULES AND LIMITATIONS SET FORTH BY THE FDIC. FOR PURPOSES OF APPLICABLE FDIC DEPOSIT INSURANCE LIMITATIONS, DEPOSITS IN ACCOUNTS AT THE FINANCIAL INSTITUTIONAL PARTNER(S) OPENED THROUGH THE FINANCIAL INSTITUTIONAL PARTNER(S) WITH SYNAPSEPAY MAY NOT BE SEPARATELY INSURED FROM ANY OTHER ACCOUNTS YOU MAY HAVE OPENED WITH THE FINANCIAL INSTITUTIONAL PARTNER(S), DEPENDING ON THE NAMED ACCOUNT OWNERS. All EFT transactions are performed by and deposits are held by SynapsePay financial institution partner. Curacubby and SynapsePay only transmit transaction instructions to SynapsePay financial institution partner and do not hold deposits in your Synapse User Account. 

Curacubby will provide you with all transactions notifications and User Account balances in addition to providing customer support relating to your SynapsePay User Account as detailed below. Transactions History and Disputes. All questions regarding EFT transactions or your Synapse User Account must be directed to support@curacubby.com and not to SynapsePay or its financial institution partners. Curacubby is responsible for resolving issuers and errors relating to transactions and account balances. If you wish to make a financial service complaints against Curacubby, you may email issues@synapsepay.com.

2. Credit and Debit Card Payments. 

Credit and debit card payment processing services for your school on Curacubby are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By continuing to operate as a User on Curacubby, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Curacubby enabling payment processing services through Stripe, you agree to provide Curacubby accurate and complete information about you and your business, and you authorize Curacubby to share it and transaction information related to your use of the payment processing services provided by Stripe. 

If You subscribe to any features of the Service for which CuraCubby charges fees (“Paid-Features”), the terms of this Section K will apply. Unless otherwise indicated on an applicable Form referencing these Terms, all 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. 

1. 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, including Fees, if applicable, 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,  terminate access to and use of the Service by You, or seek other appropriate remedies including collections and legal action
2. 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 assessable 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. 

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. All payment and fees, if applicable, will be due to Curacubby on the date of cancellation or termination of the Services. You will also be required to notify the Merchant of your cancellation of the Service.
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 these Terms. 
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. Your Data cannot be recovered once Your Account is cancelled.
4. The following Sections will survive any expiration, termination or cancellation of these Terms: G, H, I, J, K, L, M, N, O & Q. 

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 information provided by Your for using the Services. 

N. DISCLAIMER OF WARRANTIES. 

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 SECTIONS 13.1 AND 13.2 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.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CURACUBBY, INC. As previously stated, you must first try to resolve all conflicts and disputes with the Merchant, as Curacubby is not party to Merchant and Your relationship. These Terms shall be governed by the laws of the State of California without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County, for the purpose of resolving any dispute relating to the Terms or Your access to or use of the Service. Any action at law or in equity arising out of or relating to these Terms, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in San Francisco County, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If you do not agree to these terms of arbitration, email us at support@curacubby.com. 

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 hereof.  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 supersede prior versions. Please review these terms carefully.
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 U.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 parties.
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.