Effective Date: August 15, 2020
- Terms of Service
- 1. Definitions
- 2. Right of use and Account registration
- 3. Content
- 4. Fees and Payment
- 5. Proprietary Rights
- 6. Confidentiality
- 7. Warranties and Disclaimers
- 8. Mutual Indemnification
- 9. Limitation of Liability
- 10. Term and Termination
- 11. General Provisions
- Privacy Statement
Terms of Service
IOOXA Inc. (“Iooxa” or “CurveNote“) provides a software as a service offering at the intersection of scientific collaboration, academic publishing, and technology (“Service”). The Service is provided on a subscription basis as further described in these terms and on the Website under specific subscription plans offered by CurveNote from time to time. The Services are provided through the website https://curvenote.com (the “Website”). These terms applies to anyone (“You”, which includes Your Users where applicable) who subscribes for or otherwise uses the Services.
THESE TERMS (WHICH TOGETHER WITH THE ORDER FORM ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”) CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE USING THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THESE TERMS IS AUTHORIZED TO ACCEPT THESE TERMS ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THESE TERMS AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.
For the purposes of these terms, in addition to the capitalized terms defined elsewhere in these terms, the following terms shall have the meanings ascribed to them as follows:
Account means an account that allows you to access the Service;
Content means any content featured or displayed through the Website, including without limitation articles, technical papers, code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. “Content” also includes Services.
Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
Fee means the fees for the Services as specified in the applicable Order Form, through the Website or as otherwise communicated to you in writing by CurveNote;
Order Form means an order form prescribed by CurveNote or an order process through the Website under or through which you may subscribe for the Services;
Project means a digital workspace made available through the Service through which Content may be made available;
Authorization Service means a service, such as Google, that is used as an OAuth Provider to authorize a user in place of a password;
Subscription Period means the period for which you have subscribed for the Service, which may be as set out in the Order Form or otherwise as determined under Section 4.
User means any user of or subscriber to our Service, including You;
User-Generated Content is Content, written or otherwise, created or uploaded to the Service by our Users;
Your Content means Content written or otherwise, created or uploaded to the Service by You;
2. Right of use and Account registration
2.1 Provision of Service. Conditioned on the provisions in this Section 2, your creation of an Account and the other terms and conditions of these terms, CurveNote shall make the Service available to You during the Subscription Period. Your right to use the Service may be subject to any additional conditions, restrictions or parameters specified in the applicable Order Form.
2.2 Your Account. In order to use the Service you must create an Account. Your Account is for use solely by You and cannot be shared or used by any other person. In the future we may offer enterprise Accounts which may be shared by individual users, and we will update our Terms if that happens. To set up an Account You must be a human, and over the age of 13 if resident in North America or over the age of 16 if resident in the EEA.
2.3 Account Security. You are responsible for keeping your Account secure while you use our Service. You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account). You are responsible for maintaining the security of your Account, password and any linked Authorization Services. We are not liable for any loss or damage from your failure to comply with this security obligation.
2.4 Your Responsibilities. You are responsible for all activities that occur in Your Accounts and Your compliance with these terms. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Content; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify CurveNote promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.
2.5 Use Guidelines. You shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Service to send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Service to send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
3.1 Responsibility for User-Generated Content. You may create or upload User-Generated Content while using the Service. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. You are solely responsible for assessing the accuracy, quality, integrity, legality, reliability, appropriateness, and content of, and for any harm resulting from your use of, any User-Generated Content of other Users that You may access via the Service, regardless of the form of that Content. If you wish to use the User Generated Content of other Users, you will only use so in connection We are not responsible for any public display or misuse of your User-Generated Content, nor are we in any responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and content of, and for any harm resulting from, any User-Generated Content regardless of the form of that Content. We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content in our sole discretion.
3.2 Ownership of Content, Right to Post, and License Grants. You retain ownership of and responsibility for Your Content. If you’re posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.
3.3 License Grant to CurveNote. We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, publish, distribute, modify, make derivative works of and display Your Content, and make incidental copies, in all cases to the extent for the purposes of rendering the Website and providing the Service. This includes without limitation the right to do things like copy it to our database and make backups; show it to You and other Users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video. This license does not grant us the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.
3.4 License Grant to Other Users. Any User-Generated Content you post publicly, including comments and contributions to other Users’ projects, may be viewed by others. By setting your Project or portions of your Project to be viewed publicly, you agree to allow others to view or “fork” your Project content. This means that others may make their own copies or derivatives of Content from your projects in projects they control. If you set any content of a Project to be viewed publicly, you grant each User a nonexclusive, worldwide license to use, display, perform and creative derivative works from Your Content through the Service and to reproduce Your Content solely on the Service as permitted through the Service’s functionality (for example, through forking). You may grant further rights by expressly providing additional license rights to Your Content through the Service on your Project (such as a Creative Commons license). If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Users.
3.5 Moral Rights. You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in this Section 3 but not otherwise. To the extent this agreement is not enforceable by applicable law, you grant CurveNote the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.
3.6 Private Projects. Some Accounts may have private projects, which allow the User to control access to Content. CurveNote considers the contents of private projects to be confidential to You. CurveNote will protect the contents of private projects from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care. If we have reason to believe the contents of a private project are in violation of the law or of these Terms, we have the right to access, review, and remove them. Additionally, we may be compelled by law to disclose the contents of your private projects.
3.7 Copyright Infringement. If you believe that content on our website violates your copyright, please contact us in accordance with this section. If you are a copyright owner and you believe that content on CurveNote violates your rights, please contact us by emailing email@example.com. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.
4. Fees and Payment
4.1 Fees. In consideration for the receipt of the Service, You shall pay CurveNote the Fees, all as specified in the applicable Order Form. All amounts are payable in the currency specified in the applicable Order Form or, if not so specified, in US Dollars.
4.2 Invoicing and Payment. Fees for the Service will be invoiced on a monthly basis unless otherwise specified in the applicable Order Form. Unless otherwise stated in an invoice, charges are due net thirty (30) days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information with CurveNote.
4.3 Overdue Payments. Any payment not received from You by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at CurveNote’s discretion, late charges at the rate of 1.0% of the outstanding balance per month (12.67% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
4.4 Taxes. Unless otherwise stated, CurveNote’s fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on CurveNote’s net income or property. If CurveNote has the legal obligation to pay or collect Taxes for which You is responsible under this section, the appropriate amount shall be invoiced to and paid by You, unless You provides CurveNote with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.5 Audit Rights. CurveNote shall have the right to use the capabilities of the Service to confirm the number of Users using the Service and Your compliance with these terms.
4.6 Suspension of Service. If Your account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, CurveNote reserves the right to suspend the Service provided to You, without liability to You, until such amounts are paid in full.
5. Proprietary Rights
5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, CurveNote reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in these terms.
5.2 Restrictions. You shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service.
5.3 Usage Data. CurveNote may create aggregated or anonymized statistical analytics and machine learnings arising from your use of the Service and Your Data processed through the Service (“Usage Data”). As between You and CurveNote, CurveNote shall own all rights to such Usage Data free from encumbrance.
5.4 Suggestions. CurveNote shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or its Users relating to the Service.
6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of these terms (including pricing and other terms reflected in all Order Forms hereunder), the Your Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these terms, except with the Disclosing Party’s prior written permission.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
6.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
6.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in these terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
7. Warranties and Disclaimers
7.1 Warranties. Each party warrants that it has the legal power to enter into these terms.
7.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, CURVENOTE MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Mutual Indemnification
8.1 Indemnification by CurveNote. Subject to the terms and conditions of these terms, CurveNote shall, at its own expense, defend You in any action, suit or proceeding by a third party alleging that the Service infringes or misappropriates any patent, trademark, trade secret, copyright or any other intellectual property rights of such third party (an “IP Claim”) and shall indemnify and hold You harmless from and against any settlement amounts agreed in writing by CurveNote and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys’ fees) awarded to such third party against You by a court or tribunal of competent jurisdiction in such IP Claim. As conditions for such defense and indemnification by CurveNote, (i) You shall notify CurveNote promptly in writing upon becoming aware of all pending IP Claims; (ii) You shall give CurveNote sole control of the defense and settlement of such IP Claims; (iii) You shall cooperate fully with CurveNote in the defense or settlement of such IP Claims; and (iv) You shall not settle any IP Claims without CurveNote’s written consent, or compromise the defense of any such IP Claims or make any admissions in respect thereto.
8.2 Mitigation. If (a) CurveNote becomes aware of an actual or potential IP Claim, or (b) You provides CurveNote with notice of an actual or potential IP Claim, CurveNote may (or in the case of an injunction against You, shall), at CurveNote’s sole option and determination: (I) procure for You the right to continue to use the Service; or (II) replace or modify the Service with equivalent or better functionality so that Your use is no longer infringing; or (III) if (I) or (II) are not commercially reasonable, terminate provision of the Service and refund to You any pre-paid Service fees for any periods after the termination of the Service, less any outstanding moneys owed by You to CurveNote.
8.3 Exclusions. The obligations in Sections 8.1 and 8.2 do not extend to (1) any IP Claim based upon infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the Service furnished by CurveNote with other products, software or services not provided by CurveNote; (2) any IP Claim related to any Your Data, or (3) any IP Claim related to any use or exercise of any other right in respect to the Service outside the scope of the rights granted in these terms.
8.4 Indemnification by You. Subject to the terms and conditions of these terms, You shall, at its own expense, defend CurveNote, its Affiliates and its and their directors, officers, employees and agents (the “CurveNote Indemnitees”) in any action, suit or proceeding brought by a third party against any of the CurveNote Indemnitees alleging that the Your Content, or Your use of the Service in violation of these terms, infringes or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party (“You Claims”) and shall indemnify and hold the CurveNote Indemnitees harmless from and against any settlement amounts agreed in writing by You and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys’ fees) awarded to such third party against any of the CurveNote Indemnitees by a court or tribunal of competent jurisdiction in any such You Claim. As conditions for such defense and indemnification by You, (i) CurveNote shall notify You promptly in writing upon becoming aware of all pending You Claims; (ii) CurveNote shall give You sole control of the defense and settlement of such You Claims; (iii) CurveNote shall cooperate fully with You in the defense or settlement of such You Claims; and (iv) CurveNote shall not settle any You Claims without Your written consent, or compromise the defense of any such You Claims or make any admissions in respect thereto.
9. Limitation of Liability
9.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $500,000 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM YOU HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Certain Damages Not Excluded. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THESE TERMS SHALL APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ANY CLAIMS FOR NON-PAYMENT; OR (IV) EACH PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THESE TERMS.
9.4 Beneficiaries. Every right, exemption from liability, release, defence, immunity and waiver of whatsoever nature applicable to a party under these terms shall also be available and shall extend to benefit and to protect such party’s Affiliates, subcontractors, agents, licensors, suppliers, directors and/or employees and for such purposes such party is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons in respect to such rights, exemptions, releases, defenses, immunities and waivers.
10. Term and Termination
10.1 Term of Agreement. These terms take effect from the date of creation of Your Account or acceptance of Your Order Form by CurveNote. This agreement will continue in effect until terminated by either You or CurveNote by giving not less than 30 days advance notice, or as otherwise provided for below.
10.2 Termination for Cause. CurveNote may terminate these terms for cause with immediate effect if it believes at its sole discretion that you are in material breach of any term. .
10.3 Outstanding Fees. Termination or expiration of these terms shall not relieve You of the obligation to pay any fees accrued or payable to CurveNote prior to the effective date of termination or expiration of these terms.
10.4 Surviving Provisions. The following provisions shall survive any termination or expiration of these terms: Sections 4 through 11.
11. General Provisions
11.1 Relationship of the Parties. The parties are independent contractors. These terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 No Third-Party Beneficiaries. Except as expressly provided in these terms, there are no third-party beneficiaries to these terms.
11.3 Notices. All notices under these terms shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to CurveNote shall be addressed to the attention of the Legal Department.
11.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these terms shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.5 Severability. If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these terms shall remain in effect.
11.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, CurveNote may assign these terms in its entirety (including all Order Forms), without Your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business, stock or assets. Any attempt by a party to assign its rights or obligations under these terms in breach of this section shall be void and of no effect. Subject to the foregoing, these terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.7 Governing Law. These terms shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to these terms. The application of the United Nations Convention on Contracts for the International Sale of Goods to these terms is expressly excluded. The parties confirm that it is their wish that these terms as well as all other documents relating to these terms, including notices, be drawn up in English only.
11.8 Venue; Waiver of Jury Trial. The provincial and federal courts located in Ottawa, Ontario, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these terms. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these terms.
11.9 Force Majeure. Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service CurveNote or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
11.10 Export. You acknowledges and agrees that the Service may be subject to export and import controls under the regulations of Canada, the United States and other countries, and You shall comply with all export and import control regulations of such countries. You shall not use the Service for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons proliferation. You shall be responsible for procuring all required permissions for any subsequent export, import or use of the Service.
11.11 Entire Agreement. These terms, including all Order Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these terms shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of these terms and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a You purchase order or in any other You order documentation shall be incorporated into or form any part of these terms, and all such terms or conditions shall be null and void.
1. Information CurveNote Collects
We may collect certain information about all visitors to the Website, including browser or client application information, language preference, operating system and application version, device type and ID, and device model and manufacturer. We may also collect Internet Protocol (IP) addresses. This information may include User Personal information.
We require some basic information at the time of account creation. When you create your own username and password, we ask you for a valid email address. This information may be provided by an identity provider through an Authorization Service.
You may choose to give us more information for your Account profile, such as your full name, an avatar which may include a photograph, your biography, your location, your company, and a URL to a third-party website. This information may include User Personal Information. Please note that your profile information may be visible to other Users of our Service.
User Personal Information does not include aggregated, non-personally identifying information. We may use such aggregated, non-personally identifying information for research purposes and to operate, analyze, improve, and optimize our Website and Service.
2. What Information CurveNote Does Not Collect
We do not intentionally collect sensitive personal information, such as personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation. If you choose to store any sensitive personal information on our servers, you are responsible for complying with any regulatory controls regarding that data.
We do not intentionally collect User Personal Information that is stored in your Projects or other free-form content inputs. Any personal information within a user’s project is the responsibility of the project owner.
3. How We Share the Information We Collect
We do share your User Personal Information, with your permission, to perform services you have requested or communicate on your behalf. For example, you may invite another CurveNote User to join a Project and we will send them an email including your name and a link to the Project.
We do not share, sell, rent, or trade User Personal Information with third parties for their commercial purposes. We do not sell your personal information and we do not host advertising on CurveNote.
We share User Personal Information with a limited number of service providers who process it on our behalf to provide or improve our Service, and who have agreed to privacy restrictions similar to the ones in our Privacy Statement by signing data protection agreements or making similar commitments. These services may include payment process, email delivery, content search and other similar services.
We may share User Personal Information if we are involved in a merger, sale, or acquisition of corporate entities or business units. If any such change of ownership happens, we will notify you on our Website or by email before any transfer of your User Personal Information.
4. Public Information on CurveNote
If your content has been published and is now public-facing, anyone may access and use it in compliance with our Terms of Service, such as by viewing your profile or projects or pulling data via our API. We do not sell that content; it is yours. However, we do allow third parties, such as research organizations or archives, to compile public-facing information.
If you do not want your Personal Information to appear to third parties, please do not make your User Personal Information publicly available.
Certain pages on our site may set other third party cookies. For example, we may embed content, such as videos, from another site that sets a cookie. While we try to minimize these third party cookies, we can’t always control what cookies this third party content sets.
6. Tracking and Analytics
We use a number of third-party analytics and service providers to help us evaluate our Users’ use of CurveNote, compile statistical reports on activity, and improve our content and Website performance. In addition, we use our own internal analytics software to provide features and improve our content and performance.
We do not permit third parties other than our analytics and service providers to track our users’ activity on CurveNote.