CUCURATOR Terms and Conditions

BY using and accessing CUCURATOR services, you acknowledge and agree to the terms and conditions set forth below.

All content accessed at CUCURATOR.COM or VIA A CUCURATOR MEMBER PORTAL is Copyright © CuCurator/Lemon Tree Creative 2024. CUCURATOR content is not to be shared, distributed, copied, or reproduced without express permission. The CUCURATOR services are only for use by credit unions with an active subscription to the services.

4. Applicability.  These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by Cu Curator, LLC d/b/a CuCurator ("CuCurator") to the purchasing customer ("Customer").
   1. The accompanying order confirmation (the "Order Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, the Order Confirmation shall govern.
   2. These Terms prevail over any of Customer's general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.
5. Services. CuCurator shall provide the services to Customer as described in the Order Confirmation (the "Services") in accordance with these Terms which includes access to the Credit Union Marketing Library at CuCurator.com.
6. Term; Termination. The initial term of this Agreement shall begin on the date of payment by Customer for a relevant Order Confirmation and will continue for the period of time indicated in the relevant Order Confirmation (the “Initial Term”), typically a 12-month term. Thereafter, this Agreement shall automatically renew for successive periods equal in duration to the Initial Term until terminated (each successive period called a “Renewal Term”). The Initial Term together with any and all applicable Renewal Terms shall collectively be the “Term.”
   1. Customer shall have the right to terminate this Agreement, by providing the other party thirty (30) days’ notice of intent to terminate. Upon any early termination by Customer pursuant to this paragraph, CuCurator shall have no obligation to refund Customer any prepaid Fees covering the remainder of the Term. Customer will have access to the service until the expiration of the paid term.
   2. CuCurator shall have the right to terminate access if Customer violates Section 9, (Prohibited Activities). Upon any termination for cause by CuCurator, prepaid fees will not be refunded.
7. Fees and Expenses; Payment Terms; Interest on Late Payments.   In consideration of the provision of the Services by CuCurator and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation. Customer shall pay all invoiced amounts due to CuCurator upon receipt of CuCurator's invoice.  In the event payments are not received by CuCurator within thirty (30) days after becoming due, CuCurator may: charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and suspend performance for all Services until payment has been made in full.
8. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of CuCurator in the course of performing the Services, including any items identified as such in the Order Confirmation (collectively, the "Deliverables") shall be owned by CuCurator. CuCurator hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.Notwithstanding the preceding grant of license, Deliverables should not be shared by Customer with other financial institutions or third-party vendors. 
9. Confidential Information.  All non-public, confidential or proprietary information of CuCurator, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by CuCurator to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of CuCurator. Customer agrees to use the Confidential Information only to make use of the Services and Deliverables. CuCurator shall be entitled to injunctive relief for any violation of this Section.
10.  Representation and Warranty.  CuCurator represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. CuCurator shall not be liable for a breach of the warranty unless Customer gives written notice of the defective Services, reasonably described, to CuCurator within thirty (30) days of the time when Customer discovers or ought to have discovered that the Services were defective. CuCurator shall, in its sole discretion, either: repair or re-perform such Services (or the defective part); or credit or refund the price of such Services at the pro rata contract rate.
11. Limitation of Liability.  In no event shall CuCurator be liable to customer or to any third party for any loss of use, revenue or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not CuCurator has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
12. Prohibited Activities. Customer may not access or use the Services for any purpose other than that for which CuCurator makes the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by CuCurator. As a user of the Services, Customer agrees not to:
    1. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
    2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
    3. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Deliverables or enforce limitations on the use of the Services and/or the Deliverables contained therein.
    4. Disparage, tarnish, or otherwise harm, in CuCurator’s opinion, CuCurator and/or the Services.
    5. Use any information obtained from the Services to harass, abuse, or harm another person.
    6. Use the Services in a manner inconsistent with any applicable laws or regulations.
    7. Engage in unauthorized framing of or linking to the Services.
    8. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
13. Waiver. No waiver by CuCurator of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by CuCurator. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
14. Force Majeure. Neither party shall be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any fire, earthquake, flood, snowstorm, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, act of God, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any failure or delay of any transportation, power, or communications system or any other or similar cause beyond that party’s reasonable control.
15. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of CuCurator. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
16. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
17. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Indiana.
18. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Indiana in each case located in the City of Indianapolis and County of Marion, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
19. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
20. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
21. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.
22. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.