CURIO | Terms of Use
Terms of Use
Effective as of: March 1, 2021
Welcome to Curio Genomics (“Curio”, “we” or “our”) and the Curio™ platform (the “Site”). Through the Site you will be able to access products such as the Curio™ Reports, Curio™ Insights, and Curio™ PowerTools product suites (collectively all such products are referred to herein as “Curio Products”).
The Curio Products are provided exclusively as a web application available at console.curiogenomics.com and are sold by Curio Genomics.
These Terms of Use (“Terms”) govern your use of the Curio Products. By accessing the Site, you acknowledge that you have read, understood and accept these terms.
A. Curio provides its Service(s) (defined below) to you through its Site, subject to these Terms.
B. By accessing or using the Site, you represent and acknowledge that you have read and you understand and agree to be bound by these Terms, and that the information you provide in registering for any services with Curio is accurate, complete, and is yours or within your right to use. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you,” “your” or related capitalized terms herein will refer to such entity and its affiliates. If you do not have such authority or if you do not agree with these Terms, you may not use the Services or access the Site.
C. You acknowledge that these Terms constitute a contract between you and Curio even though it is electronic and is not physically signed by you and Curio. You further acknowledge that these Terms govern your use of the Services and, except for written agreements or addendums signed by the parties that specifically modify or that conflict with these Terms, these Terms supersede any other agreements between you and Curio.
D. The terms of Curio’s privacy policy, which can be found at curiogenomics.com/privacy, are incorporated herein by reference, and to the extent required by applicable law, supersede and control these Terms.
2. AVAILABILITY OF THE SITE
You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites that may affect your use of the Services and that are beyond our control to prevent or correct. Interruptions in the Services that are beyond our control will not serve as a basis for a refund of any fees or as a basis not to comply with your contractual obligations.
3. DESCRIPTION OF SERVICES
A. “Services” mean our genomics analysis software and associated support services, including without limitation the Curio Products, provided through (1) the Site, and (2) all software, data, text, images, sounds, videos, and other content made available through the Site (collectively, “Content”). Any new features added to or augmenting the Services are also subject to these Terms.
B. Curio does its best to make the Services available, except for: (1) planned downtime, or (2) any unavailability caused by circumstances beyond its reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond its control, or your wrongful conduct.
4. THIRD-PARTY SERVICES
The Services may contain links to, or otherwise may allow you to connect to and use certain third-party products (such as the resources provided by third parties, including without limitation NCBI and Ensembl), services or software under separate terms and conditions (collectively, “Third-party Services”) in conjunction with our Services. If you decide to access and use such Third-party Services, be advised that your use is governed solely by the terms and conditions of such Third-party Services, and we do not endorse, are not responsible for, and make no representations as to such Third-party Services, their content or the manner in which they handle your data. Curio is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third-party Services, or your reliance on the privacy practices or other policies of such Third-party Services.
5. INTELLECTUAL PROPERTY RIGHTS
A. Each of us will maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to you to use the Services under these Terms do not convey any additional rights in the Services, or in any Intellectual Property Rights associated therewith.
B. You own the information and content you provide Curio. To the extent necessary for Curio to provide the Services, you grant Curio a nonexclusive, revocable, worldwide, perpetual, unlimited fully paid up and royalty-free right to use copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze the foregoing described information and content. By providing information or content to us or to third-parties through the Services, you represent and warrant that you are entitled to and authorized to submit the information and content and that the information and content is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights.
C. Curio will have an unlimited fully paid up and royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you.
D. Curio and Curio’s other product and service names and logos used or displayed on the Services (collectively, “Marks”) may not be used without permission. Curio is not granting you a license under any intellectual property right to the Marks. Other trademarks, logos, and trade names that may appear on the Site or through the Services are the property of Curio and its licensors (“Third-party Marks”). We are not granting you a license under any intellectual property right to the Third-party Marks. You may not remove any Marks, Third-party Marks or other source indicators from any part of Curio’s content.
E. All rights, title and interest in and to the Services and its components, including all related intellectual property rights, will remain with and belong exclusively to Curio and its third-party vendors.
F. You warrant to Curio that you have the right to provide all data that you upload to the Site (“Data”) to Curio, and Curio will have the right to use the Data in connection with the Services; and you have provided all necessary notices to, and obtained all necessary permissions and informed consents from, human subjects from whom samples were taken or the owners of nonhuman samples you obtained, related to the use of the Data with the Services, including without limitation in compliance with all applicable privacy and other applicable laws. You shall not distribute to Curio any Data that is subject to any laws that relate to the confidentiality, security and protection of personally-identifiable information, customer information, health information, electronic data privacy, trans-border data flow or data protection (“PII”).
6. ACCOUNT REGISTRATION
A. Subject to the terms and conditions of these Terms, you agree to access and use the Services only for your own internal purposes as contemplated by these Terms.
B. To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having an account with Curio, (3) not using the Services for reasons that are in competition with Curio; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of Curio, including intellectual property rights such as patent, copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
7. USE OF THE SERVICES
A. You agree not to (1) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third-party, other than as expressly permitted by these Terms; (2) use the Services to process data on behalf of any third-party except as expressly permitted by Curio, (3) modify, adapt or hack the Services to falsely imply any sponsorship or association with Curio, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (4) use the Services in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (5) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (6) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (7) use the Services to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (8) attempt to use any method to gain unauthorized access to any paid features of the Site; (9) unless otherwise explicitly agreed to in writing by Curio, use the Site or any content obtained from it to develop, as a component of any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (10) use automated scripts to collect information from or otherwise interact with the Site or the Services; (11) deep-link to the Site for any purpose (other than Curio’s home page), unless expressly authorized in writing by Curio; (12) try to use, or use the Services in violation of these Terms; (13) use the Services for any purpose competitive with Curio; or (14) process through the Services any data belonging to another person or entity without obtaining the proper authorization and consent to do so.
B. You are responsible for all information, data, text, messages or other materials that you post or otherwise transmit via, to or through the Services. You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person, and that you will not share a single login among multiple people. You may create separate logins for as many people as your membership or subscription allows. You agree that you will not sell, trade or otherwise transfer your login or account to another party and that you will not, unless otherwise specifically agreed to in writing by Curio, charge anyone for access to any portion of the Site, or any information therein. You agree that you are responsible for anything that happens through your account until you cancel and close your account or prove that your account security was compromised due to no fault of your own.
8. DATA PRIVACY AND SECURITY
A. In providing you the Services we will maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your personal data. These safeguards include encryption of your data in transmission (using SSL or similar technologies), except for external third-party integrations that do not support encryption.
B. You agree that Curio can access your account information in order to respond to your service requests and/or as necessary, in our sole discretion, to provide you with the Services. We will not disclose such data except if compelled by law, permitted by you, required for the provision of the Services, or pursuant to the terms of Curio Privacy Policy, which is available at curiogenomics.com/privacy, is incorporated into these Terms by reference.
C. The Privacy Policy governs our treatment of any information, including personally identifiable information, you submit to us as provided for in the Privacy Policy. Please note that certain information, statements, data, and content which you may submit to or through the Services may reveal your or a third-party’s gender, ethnic origin, nationality, age, and/or other personal information about you or others. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and you have the authority to disclose said information for the applicable third-party.
9. CONFIDENTIALITY
A. “Confidential Information” means any and all confidential or non-public information that is (1) technical and non-technical information including patent, trade secret and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment and algorithms, including without limitation the information related to your data and the Curio Products, and (2) information relating to costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, including non-public business information. Notwithstanding the foregoing, Confidential Information does not include information that: (A) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the disclosing Party; (B) is independently developed or learned by either Party; or (C) is lawfully obtained from a third party who has the right to make such disclosure.
B. Each Party agrees that it will not (and will take commercially reasonable steps to ensure that its employees, agents and contractors do not) make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except as necessary to provide or perform the Services. Each party agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.
10. CANCELLATION AND TERMINATION
A. You may cancel your account at any time by providing Curio with written notice. Cancelation of your account does not relieve you from any obligation owed to Curio through the date of cancellation.
B. Curio reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (ii) refuse any/all current and future use of the Services, suspend or terminate your account or any part thereof (or your use of the Services), and remove and discard any of your content within the Services if we believe that you have violated these Terms. Curio will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of your use of Services, and may be referred to law enforcement authorities. Curio will not be liable to you or any third-party for any modification, suspension or discontinuation of the Services.
11. DISCLAIMER OF WARRANTIES AND LIABILITY
A. THE SERVICES, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK 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 CURIO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
B. CURIO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR THE SERVICES (INCLUDING WITHOUT LIMITATION, CONTENT), SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SITE, THE SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
C. YOU ACKNOWLEDGE THAT CURIO DOES NOT WARRANT THAT INFORMATION OR ADVICE OR ASSISTANCE OR SERVICES OBTAINED BY YOU FROM CURIO OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. CURIO DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE SITE, EXCEPT AS OTHERWISE EXPRESSLY SETFORTH HEREIN. FURTHERMORE, CURIO DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICES OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. UNDER NO CIRCUMSTANCES WILL CURIO BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE OR THE SERVICES, OR ANY INTERACTIONS BETWEEN USERS OF THE SITE OR THE SERVICES, WHETHER ONLINE OR OFFLINE.
D. Curio provides the platform for the Services. Curio does not control or vet user generated content for accuracy. Although we may provide rules for user conduct and postings, we do not control and we are not responsible for what users post, transmit or share on or through the Site or any other website (even if such content is published on or through the Site). Furthermore, we are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site. Curio is not responsible for the conduct, whether online or offline, of any user of the Site or the Services. Further, Curio is not responsible or liable in any manner for any third-party applications, software, viruses, etc. that are uploaded or posted on the Site, caused by users of the Site, or that are related to the use of the Services by third parties, or caused by any third parties’ use of the equipment or programming associated with or utilized in the Site or the Services.
E. CURIO CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES.
F. We do not monitor content published through the Services and we are not responsible for content published through the Services. Notwithstanding the foregoing, Curio reserves the right to delete, move, or edit messages or materials, including, but not limited to, advertisements, public postings, and messages, that we, in our sole discretion, deem necessary to be removed.
12. LIMITATION OF LIABILITY
A. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL CURIO OR ITS AFFILIATES OR THEIR RESPECTIVE 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 YOU IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
B. LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, CURIO’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD-PARTY ARISING FROM OUR SERVICES, WILL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU TO CURIO FOR THE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12.B. IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FACT THAT WITHOUT THE FOREGOING LIMITATION SERVICES WITH NO FEES WOULD NOT BE OFFERED AND SERVICES WITH FEES WOULD HAVE HAD SUBSTANTIALLY HIGHER FEES IF CURIO WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CURIO HAS RELIED ON THESE LIMITATIONS IN THE PROVISION OF THE SERVICES.
C. Some states 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 STATES, CURIO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
D. If you are a California resident, you agree to waive California Civil Code Section 1542, which says, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.” And, if you are not a California resident, you agree to waive any applicable state statutes of a similar effect.
13. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Curio from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from your breach of these Terms, your obligations under these Terms, or your misuse or illegal use of the Site or any Services provided by or through Curio. Curio will provide you notice of any such claim, suit, or proceeding. Curio reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist Curio’s defense of such matter.
14. ASSIGNMENT
Curio may assign these Terms or any of its rights under these Terms to a third-party. You may not, without the express written consent of Curio, assign these Terms or any of your rights under these Terms, directly, by operation of law or otherwise, without the prior written consent of Curio. Subject to the foregoing restrictions on assignment, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. These Terms will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.
15. ENTIRE AGREEMENT; AMENDED TERMS
EXCEPT TO THE EXTENT THAT CURIO AND YOU HAVE ENTERED INTO AND EXECUTED ANOTHER FULLY INTEGRATED AGREEMENT:
A. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms. The Terms may not be changed, modified, renewed, extended, or discharged or any covenant or provision hereof waived except by an agreement in writing signed by both parties. These Terms supersede prior versions of these Terms.
B. Notwithstanding the foregoing, we may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify you of such changes and direct you to the latest version.
16. SEVERABILITY
If any provision of these Terms, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision will 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, or the application of such provision under other circumstances, will remain in full force and effect.
17. RELATIONSHIP; INDEPENDENT CONTRACTOR
Nothing herein contained will be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint ventures, nor will any similar relationship be deemed to exist between the parties. Neither party will have any power to obligate or bind the other party, except as specifically provided herein.
18. SURVIVAL
Sections 1 (Acceptance of Terms), 5 (Intellectual Property Rights), 9 (Confidentiality), 10 (Cancellation and Termination), 11 (Disclaimer of Warranties and Liability), 12 (Limitation of Liability), 13 (Indemnification), 14 (Assignment), 15 (Entire Agreement; Amended Terms), 16 (Severability), 17 (Relationship; Independent Contractor), 18 (Survival), 19 (Governing Law), 20 (Arbitration of Disputes), and 21 (No Waiver) will survive any termination of these Terms.
19. GOVERNING LAW
The validity, interpretation and performance of these Terms will be governed by the laws of the State of Michigan without giving effect to the conflicts of laws provisions or principals thereof. You agree to the exclusive jurisdiction of the courts located within the State of Michigan to resolve any disputes between the parties and you agree that proper venue is in Washtenaw County, Michigan or in the Federal District Courts located in Michigan.
20. ARBITRATION OF DISPUTES
If we cannot amicably resolve any legal dispute or damage claim that should arise from your interactions with the Site, the Services, and/or Curio, you agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding will be conducted in Oakland County, Michigan, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of both you and Curio. If we cannot agree on an arbitrator, then the American Arbitration Association will select an arbitrator from the National Panel of Arbitrators. The laws of the State of Michigan will apply to the arbitration proceedings. You agree that the arbitrator cannot award punitive damages to either of us and agree to be bound by the arbitrator's findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which will include, but not be limited to, the courts within Washtenaw County, Michigan.
You agree that (i) no arbitration proceeding hereunder whether a CONSUMER DISPUTE or a BUSINESS DISPUTE will be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder will be consolidated with, or joined in any way with, any other arbitration proceeding. YOU AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. We agree to the same limitations set forth in this section. YOU FURTHER AGREE TO THE EXTENT THAT FEES RELATED TO THE ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION RULES ARE THE SOLE RESPONSIBILITY OF CURIO THAT YOU WILL SHARE EQUALLY IN SUCH FEES.
21. NO WAIVER
Curio’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 these Terms.
22. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Site or any service offered by Curio, please notify Curio, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:
A. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
B. Identification of the copyrighted work that you claim is being infringed;
C. Identification of the material that is claimed to be infringing and where it is located on the Services;
D. Information reasonably sufficient to permit Curio to contact you, such as your address, telephone number, and email address;
E. 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 law; and
F. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
Curio’s designated copyright agent can be reached to receive notifications of claimed infringement at: support@curiogenomics.com or at the address below in the “Contact” section of this Privacy Policy.
23. CONTACTING US
If you have any questions about these Terms, please contact us at support@curiogenomics.com.
Welcome to Curio Genomics (“Curio”, “we” or “our”) and the Curio™ platform (the “Site”). Through the Site you will be able to access products such as the Curio™ Reports, Curio™ Insights, and Curio™ PowerTools product suites (collectively all such products are referred to herein as “Curio Products”).
The Curio Products are provided exclusively as a web application available at console.curiogenomics.com and are sold by Curio Genomics.
These Terms of Use (“Terms”) govern your use of the Curio Products. By accessing the Site, you acknowledge that you have read, understood and accept these terms.
Curio TERMS OF USE
1. ACCEPTANCE OF TERMS
A. Curio provides its Service(s) (defined below) to you through its Site, subject to these Terms.
B. By accessing or using the Site, you represent and acknowledge that you have read and you understand and agree to be bound by these Terms, and that the information you provide in registering for any services with Curio is accurate, complete, and is yours or within your right to use. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you,” “your” or related capitalized terms herein will refer to such entity and its affiliates. If you do not have such authority or if you do not agree with these Terms, you may not use the Services or access the Site.
C. You acknowledge that these Terms constitute a contract between you and Curio even though it is electronic and is not physically signed by you and Curio. You further acknowledge that these Terms govern your use of the Services and, except for written agreements or addendums signed by the parties that specifically modify or that conflict with these Terms, these Terms supersede any other agreements between you and Curio.
D. The terms of Curio’s privacy policy, which can be found at curiogenomics.com/privacy, are incorporated herein by reference, and to the extent required by applicable law, supersede and control these Terms.
2. AVAILABILITY OF THE SITE
You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites that may affect your use of the Services and that are beyond our control to prevent or correct. Interruptions in the Services that are beyond our control will not serve as a basis for a refund of any fees or as a basis not to comply with your contractual obligations.
3. DESCRIPTION OF SERVICES
A. “Services” mean our genomics analysis software and associated support services, including without limitation the Curio Products, provided through (1) the Site, and (2) all software, data, text, images, sounds, videos, and other content made available through the Site (collectively, “Content”). Any new features added to or augmenting the Services are also subject to these Terms.
B. Curio does its best to make the Services available, except for: (1) planned downtime, or (2) any unavailability caused by circumstances beyond its reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond its control, or your wrongful conduct.
4. THIRD-PARTY SERVICES
The Services may contain links to, or otherwise may allow you to connect to and use certain third-party products (such as the resources provided by third parties, including without limitation NCBI and Ensembl), services or software under separate terms and conditions (collectively, “Third-party Services”) in conjunction with our Services. If you decide to access and use such Third-party Services, be advised that your use is governed solely by the terms and conditions of such Third-party Services, and we do not endorse, are not responsible for, and make no representations as to such Third-party Services, their content or the manner in which they handle your data. Curio is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such Third-party Services, or your reliance on the privacy practices or other policies of such Third-party Services.
5. INTELLECTUAL PROPERTY RIGHTS
A. Each of us will maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to you to use the Services under these Terms do not convey any additional rights in the Services, or in any Intellectual Property Rights associated therewith.
B. You own the information and content you provide Curio. To the extent necessary for Curio to provide the Services, you grant Curio a nonexclusive, revocable, worldwide, perpetual, unlimited fully paid up and royalty-free right to use copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze the foregoing described information and content. By providing information or content to us or to third-parties through the Services, you represent and warrant that you are entitled to and authorized to submit the information and content and that the information and content is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights.
C. Curio will have an unlimited fully paid up and royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you.
D. Curio and Curio’s other product and service names and logos used or displayed on the Services (collectively, “Marks”) may not be used without permission. Curio is not granting you a license under any intellectual property right to the Marks. Other trademarks, logos, and trade names that may appear on the Site or through the Services are the property of Curio and its licensors (“Third-party Marks”). We are not granting you a license under any intellectual property right to the Third-party Marks. You may not remove any Marks, Third-party Marks or other source indicators from any part of Curio’s content.
E. All rights, title and interest in and to the Services and its components, including all related intellectual property rights, will remain with and belong exclusively to Curio and its third-party vendors.
F. You warrant to Curio that you have the right to provide all data that you upload to the Site (“Data”) to Curio, and Curio will have the right to use the Data in connection with the Services; and you have provided all necessary notices to, and obtained all necessary permissions and informed consents from, human subjects from whom samples were taken or the owners of nonhuman samples you obtained, related to the use of the Data with the Services, including without limitation in compliance with all applicable privacy and other applicable laws. You shall not distribute to Curio any Data that is subject to any laws that relate to the confidentiality, security and protection of personally-identifiable information, customer information, health information, electronic data privacy, trans-border data flow or data protection (“PII”).
6. ACCOUNT REGISTRATION
A. Subject to the terms and conditions of these Terms, you agree to access and use the Services only for your own internal purposes as contemplated by these Terms.
B. To be eligible to use the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having an account with Curio, (3) not using the Services for reasons that are in competition with Curio; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of Curio, including intellectual property rights such as patent, copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
7. USE OF THE SERVICES
A. You agree not to (1) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third-party, other than as expressly permitted by these Terms; (2) use the Services to process data on behalf of any third-party except as expressly permitted by Curio, (3) modify, adapt or hack the Services to falsely imply any sponsorship or association with Curio, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; (4) use the Services in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (5) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (6) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (7) use the Services to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (8) attempt to use any method to gain unauthorized access to any paid features of the Site; (9) unless otherwise explicitly agreed to in writing by Curio, use the Site or any content obtained from it to develop, as a component of any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (10) use automated scripts to collect information from or otherwise interact with the Site or the Services; (11) deep-link to the Site for any purpose (other than Curio’s home page), unless expressly authorized in writing by Curio; (12) try to use, or use the Services in violation of these Terms; (13) use the Services for any purpose competitive with Curio; or (14) process through the Services any data belonging to another person or entity without obtaining the proper authorization and consent to do so.
B. You are responsible for all information, data, text, messages or other materials that you post or otherwise transmit via, to or through the Services. You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one (1) person, and that you will not share a single login among multiple people. You may create separate logins for as many people as your membership or subscription allows. You agree that you will not sell, trade or otherwise transfer your login or account to another party and that you will not, unless otherwise specifically agreed to in writing by Curio, charge anyone for access to any portion of the Site, or any information therein. You agree that you are responsible for anything that happens through your account until you cancel and close your account or prove that your account security was compromised due to no fault of your own.
8. DATA PRIVACY AND SECURITY
A. In providing you the Services we will maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your personal data. These safeguards include encryption of your data in transmission (using SSL or similar technologies), except for external third-party integrations that do not support encryption.
B. You agree that Curio can access your account information in order to respond to your service requests and/or as necessary, in our sole discretion, to provide you with the Services. We will not disclose such data except if compelled by law, permitted by you, required for the provision of the Services, or pursuant to the terms of Curio Privacy Policy, which is available at curiogenomics.com/privacy, is incorporated into these Terms by reference.
C. The Privacy Policy governs our treatment of any information, including personally identifiable information, you submit to us as provided for in the Privacy Policy. Please note that certain information, statements, data, and content which you may submit to or through the Services may reveal your or a third-party’s gender, ethnic origin, nationality, age, and/or other personal information about you or others. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part and you have the authority to disclose said information for the applicable third-party.
9. CONFIDENTIALITY
A. “Confidential Information” means any and all confidential or non-public information that is (1) technical and non-technical information including patent, trade secret and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment and algorithms, including without limitation the information related to your data and the Curio Products, and (2) information relating to costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, including non-public business information. Notwithstanding the foregoing, Confidential Information does not include information that: (A) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the disclosing Party; (B) is independently developed or learned by either Party; or (C) is lawfully obtained from a third party who has the right to make such disclosure.
B. Each Party agrees that it will not (and will take commercially reasonable steps to ensure that its employees, agents and contractors do not) make use of, disseminate, or in any way disclose any Confidential Information of the other party to any person, firm or business, except as necessary to provide or perform the Services. Each party agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information.
10. CANCELLATION AND TERMINATION
A. You may cancel your account at any time by providing Curio with written notice. Cancelation of your account does not relieve you from any obligation owed to Curio through the date of cancellation.
B. Curio reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (ii) refuse any/all current and future use of the Services, suspend or terminate your account or any part thereof (or your use of the Services), and remove and discard any of your content within the Services if we believe that you have violated these Terms. Curio will use all reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of your use of Services, and may be referred to law enforcement authorities. Curio will not be liable to you or any third-party for any modification, suspension or discontinuation of the Services.
11. DISCLAIMER OF WARRANTIES AND LIABILITY
A. THE SERVICES, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK 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 CURIO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
B. CURIO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR THE SERVICES (INCLUDING WITHOUT LIMITATION, CONTENT), SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SITE, THE SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
C. YOU ACKNOWLEDGE THAT CURIO DOES NOT WARRANT THAT INFORMATION OR ADVICE OR ASSISTANCE OR SERVICES OBTAINED BY YOU FROM CURIO OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. CURIO DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE SITE, EXCEPT AS OTHERWISE EXPRESSLY SETFORTH HEREIN. FURTHERMORE, CURIO DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICES OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. UNDER NO CIRCUMSTANCES WILL CURIO BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SITE OR THE SERVICES, OR ANY INTERACTIONS BETWEEN USERS OF THE SITE OR THE SERVICES, WHETHER ONLINE OR OFFLINE.
D. Curio provides the platform for the Services. Curio does not control or vet user generated content for accuracy. Although we may provide rules for user conduct and postings, we do not control and we are not responsible for what users post, transmit or share on or through the Site or any other website (even if such content is published on or through the Site). Furthermore, we are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site. Curio is not responsible for the conduct, whether online or offline, of any user of the Site or the Services. Further, Curio is not responsible or liable in any manner for any third-party applications, software, viruses, etc. that are uploaded or posted on the Site, caused by users of the Site, or that are related to the use of the Services by third parties, or caused by any third parties’ use of the equipment or programming associated with or utilized in the Site or the Services.
E. CURIO CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES.
F. We do not monitor content published through the Services and we are not responsible for content published through the Services. Notwithstanding the foregoing, Curio reserves the right to delete, move, or edit messages or materials, including, but not limited to, advertisements, public postings, and messages, that we, in our sole discretion, deem necessary to be removed.
12. LIMITATION OF LIABILITY
A. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL CURIO OR ITS AFFILIATES OR THEIR RESPECTIVE 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 YOU IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
B. LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, CURIO’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD-PARTY ARISING FROM OUR SERVICES, WILL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU TO CURIO FOR THE SERVICES DURING THE SIX (6) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12.B. IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FACT THAT WITHOUT THE FOREGOING LIMITATION SERVICES WITH NO FEES WOULD NOT BE OFFERED AND SERVICES WITH FEES WOULD HAVE HAD SUBSTANTIALLY HIGHER FEES IF CURIO WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CURIO HAS RELIED ON THESE LIMITATIONS IN THE PROVISION OF THE SERVICES.
C. Some states 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 STATES, CURIO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
D. If you are a California resident, you agree to waive California Civil Code Section 1542, which says, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.” And, if you are not a California resident, you agree to waive any applicable state statutes of a similar effect.
13. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Curio from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from your breach of these Terms, your obligations under these Terms, or your misuse or illegal use of the Site or any Services provided by or through Curio. Curio will provide you notice of any such claim, suit, or proceeding. Curio reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist Curio’s defense of such matter.
14. ASSIGNMENT
Curio may assign these Terms or any of its rights under these Terms to a third-party. You may not, without the express written consent of Curio, assign these Terms or any of your rights under these Terms, directly, by operation of law or otherwise, without the prior written consent of Curio. Subject to the foregoing restrictions on assignment, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. These Terms will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.
15. ENTIRE AGREEMENT; AMENDED TERMS
EXCEPT TO THE EXTENT THAT CURIO AND YOU HAVE ENTERED INTO AND EXECUTED ANOTHER FULLY INTEGRATED AGREEMENT:
A. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms. The Terms may not be changed, modified, renewed, extended, or discharged or any covenant or provision hereof waived except by an agreement in writing signed by both parties. These Terms supersede prior versions of these Terms.
B. Notwithstanding the foregoing, we may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify you of such changes and direct you to the latest version.
16. SEVERABILITY
If any provision of these Terms, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision will 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, or the application of such provision under other circumstances, will remain in full force and effect.
17. RELATIONSHIP; INDEPENDENT CONTRACTOR
Nothing herein contained will be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint ventures, nor will any similar relationship be deemed to exist between the parties. Neither party will have any power to obligate or bind the other party, except as specifically provided herein.
18. SURVIVAL
Sections 1 (Acceptance of Terms), 5 (Intellectual Property Rights), 9 (Confidentiality), 10 (Cancellation and Termination), 11 (Disclaimer of Warranties and Liability), 12 (Limitation of Liability), 13 (Indemnification), 14 (Assignment), 15 (Entire Agreement; Amended Terms), 16 (Severability), 17 (Relationship; Independent Contractor), 18 (Survival), 19 (Governing Law), 20 (Arbitration of Disputes), and 21 (No Waiver) will survive any termination of these Terms.
19. GOVERNING LAW
The validity, interpretation and performance of these Terms will be governed by the laws of the State of Michigan without giving effect to the conflicts of laws provisions or principals thereof. You agree to the exclusive jurisdiction of the courts located within the State of Michigan to resolve any disputes between the parties and you agree that proper venue is in Washtenaw County, Michigan or in the Federal District Courts located in Michigan.
20. ARBITRATION OF DISPUTES
If we cannot amicably resolve any legal dispute or damage claim that should arise from your interactions with the Site, the Services, and/or Curio, you agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding will be conducted in Oakland County, Michigan, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of both you and Curio. If we cannot agree on an arbitrator, then the American Arbitration Association will select an arbitrator from the National Panel of Arbitrators. The laws of the State of Michigan will apply to the arbitration proceedings. You agree that the arbitrator cannot award punitive damages to either of us and agree to be bound by the arbitrator's findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which will include, but not be limited to, the courts within Washtenaw County, Michigan.
You agree that (i) no arbitration proceeding hereunder whether a CONSUMER DISPUTE or a BUSINESS DISPUTE will be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder will be consolidated with, or joined in any way with, any other arbitration proceeding. YOU AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION. We agree to the same limitations set forth in this section. YOU FURTHER AGREE TO THE EXTENT THAT FEES RELATED TO THE ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION RULES ARE THE SOLE RESPONSIBILITY OF CURIO THAT YOU WILL SHARE EQUALLY IN SUCH FEES.
21. NO WAIVER
Curio’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 these Terms.
22. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Site or any service offered by Curio, please notify Curio, as set forth in the Digital Millennium Copyright Act of 1998 (“DMCA”). For your complaint to be valid under the DMCA, you must provide the following information in writing:
A. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
B. Identification of the copyrighted work that you claim is being infringed;
C. Identification of the material that is claimed to be infringing and where it is located on the Services;
D. Information reasonably sufficient to permit Curio to contact you, such as your address, telephone number, and email address;
E. 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 law; and
F. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
Curio’s designated copyright agent can be reached to receive notifications of claimed infringement at: support@curiogenomics.com or at the address below in the “Contact” section of this Privacy Policy.
23. CONTACTING US
If you have any questions about these Terms, please contact us at support@curiogenomics.com.