Curve Tech Terms and Conditions for Beta Version

Last Updated: February 25, 2021

PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE BETA VERSION OF CURVE TECH SERVICE.

By accessing and/or using the Curve Tech Beta Version (“Beta Version”), you acknowledge that you, on your own or on behalf of a company or another legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions set forth below (“Terms”), and are entering into a binding legal agreement with Curve Tech Ltd (“Curve Tech”, “us”, “we” or “our”) and be legally bound by, the terms and conditions of these Terms. These Terms do not include the right to any future versions of the Service, which shall be released subject to our sole discretion. To the maximum extent permitted by law, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records. Notwithstanding anything to the contrary, to the extent that consumer protection or local laws or regulations grant you mandatory or statutory rights, these Terms shall only limit such rights to the maximum extent permitted by such laws or regulations

  1. Ability to Accept Terms. The Service (as defined below) is only intended for individuals aged 18 years or older. If you are under 18 years please do not visit or use the Service.
  2. Description of the Service. Curve Tech is an advanced prediction platform (the “Platform”) that allows you to forecast sales and products to maximize your revenue, optimize your profitability and take appropriate actions (the “Service”). The Service is made available to you on a software-as-a-service (SaaS) basis through (i) Shopify web portal on their website https://www.shopify.com/ and/or other e-commerce platforms on which Curve Tech may make its Services available (“E-Commerce Platform”); and/or via (ii) our web portal on our website https://app.curve.tech/ (“Site”), and includes: (i) the software that you access via the E-Commerce Platform website and/or via our Site; (ii) the Service and features made available or provided to you by Curve Tech in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service.
  3. Subscription to the Service. Subject to your compliance with these Terms, and payment of applicable fees, Curve Tech hereby grants you, and you accept, a non-exclusive, non-transferable, non-sub-licensable, and fully revocable right to access and use the Service during the Term (as defined below) for your internal purposes only. Any rights not explicitly granted hereunder are reserved by Curve Tech. Without limitation, Curve Tech retains any and all right, title, and interest in the Services (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. To the maximum extent permitted by law, we are entitled, without any liability, to refuse, restrict, limit, suspend and/or interfere or interrupt the Services or any part thereof, without any notice to you for the repair, improvement, and/or upgrade of the Services or for any of the reasons for termination as mentioned below.
  4. Restrictions on Use. You must not, and shall not allow any third party on your behalf (including, without limitation, your personnel) to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to, your affiliates (if applicable), or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at Curve Tech’s sole discretion) an unreasonable or disproportionately large load on the Curve Tech infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter Curve Tech’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from Curve Tech’s own without Curve Tech’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; (xi) use the Service in connection with material which a reasonable person could deem to be: stalking, offensive, inaccurate, incomplete, abusive, obscene, objectionable, defamatory, libelous, fraudulent or deceptive, indecent, pornographic, profane, threatening, advocating harassment or intimidation, distressing, vulgar, hateful, malicious, harmful for minors, racially or ethnically offensive, advocating racism, bigotry, hatred or physical harm of any kind against any group or individual, or disparaging the religious, political, or legal agenda of any person or entity; (x) use the Curve Tech name, logo or trademarks without our prior written consent; and/or (x) use the Service to violate any applicable laws, rules or regulations, or for any unlawful harmful, irresponsible, or inappropriate purpose, or in any manner or in breach of these Terms. To the extent applicable, you agree to remain fully liable to Curve Tech for any act or omission that would constitute a breach of these Terms if such act or omissions were performed by you or any other third party on your behalf.
  5. Account. In order to use the Service, you have to create an account (“Account”). You must not allow anyone other than yourself to access and use your Account. You acknowledge and agree (i) to provide accurate and complete Account and login information; (ii) to keep all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) to promptly notify Curve Tech in writing if you become aware of any unauthorized access or use of your Account or the Service. You may cancel your Account at any time by using the tools that we make available within the Service or by sending a cancellation request to us at support@curve.tech, in which case we will use commercially reasonable efforts to respond within a reasonable time.

    TO THE MAX IMUM EXTENT PERMITTED BY LAW, CURVE TECH CAN DELETE YOUR ACCOUNT AT ANY TIME IN CASE OF FRAUD, BREACH OF THESE TERMS, OR OTHER MISUSE OF CURVE TECH’ SERVICES OR PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY BREACH OF SECTION 4 ABOVE.

  6. Privacy. Please review our Privacy Policy at https://app.curve.tech/privacy  (“Privacy Policy”), which also governs your use of the Services, to understand our privacy practices. To the extent relevant, you hereby warrant, represent and covenant, that you have and will (i) provide(d) all appropriate notices, (ii) obtain(ed) all required informed consents and/or (will) have any and all ongoing legal bases, and (iii) complied/comply at all times with any and all applicable privacy and data protection laws and regulations, for allowing Curve Tech to use and process the data in accordance with these Terms (including, without limitation, the provision of such data to Curve Tech (or access thereto) and the transfer of such data by Curve Tech to its affiliates, subsidiaries and subcontractors. To the extent that you need a data processing agreement, you shall request Curve Tech’s Data Processing Agreement (“DPA”) to privacy@curve.tech and return it signed to Curve Tech as described therein.
  7. Title. Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Curve Tech’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Curve Tech (or its third party licensors). “Curve Tech”, the Curve Tech Logo, the Curve Tech Asterisk, Curve Tech fonts and summaries and other marks are Marks of Curve Tech or its affiliates. If you contact Curve Tech with feedback data (whether orally or in writing) (e.g., questions, comments, feedback data, reports, suggestions or the like) regarding the Product and/or Services (“Feedback”), such Feedback shall be deemed the exclusive property of Curve Tech; and you hereby irrevocably transfers and assigns to Curve Tech all intellectual property rights to the Feedback and waives any and all moral rights or economic rights that you may have in respect thereto.
  8. Your content. You are solely responsible for all interactions, text, documents, information or other content or information uploaded, entered or otherwise transmitted by you (or on your behalf from the E-Commerce Platform) in connection with your use of the Services (“User Content”). User Content may include, among other things, mistakes, typos, wording, and text contained in the content or information transmitted by you. To the maximum extent permitted by law, Curve Tech shall have no liability to you with respect to the User Content, including, without limitation, liability with respect to any information (including your confidential information) contained in or apparent from any User Content. You warrant, represent and covenant that you own or have a valid and enforceable license to use, submit or transmit all User Content, and that no User Content infringes, misappropriates or violates the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction. You acknowledge that the Services do not operate as an archive or file storage service. You are solely responsible for the backup of User Content and other safeguards appropriate for your needs. You retain all right, title, and interest in and to your User Content. To the maximum extent permitted by law, by uploading or entering any User Content, you give Curve Tech (and those it works with) a nonexclusive, worldwide, royalty-free and fully-paid, transferable and sub-licensable, perpetual, and irrevocable license to copy, store and use your User Content in order to (i) provide the Services; (ii) administer and make improvements to the Services (including, to improve the algorithms underlying the Services); and (iii) collect and analyze anonymous information. To the extent that User Content contains any third party data, you hereby warrant to have obtained all required consents from such third party to allow Curve Tech to use the User Content as set forth above.
  9. Terms. These Terms shall become effective on the day on which you commence use, or receive access to, the Service and shall continue until expiration of the Beta Version period (“Beta Period”). These Terms do not include the right to any future versions of the Service, which shall be released subject to our sole discretion
  10. Free Trial Period. We may offer a free, no-obligations trial period of the Service (“Trial Period”). The Trial Period, if any, shall commence on the date of the Beta Period will conclude at the end of the Beta Period. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, AND TO THE MAXIMUM PERMITTED BY LAW, CURVE TECH AND CURVE TECH AFFILIATES WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES WHATSOEVER, WITH RESPECT TO TRIAL PERIODS, AND CURVE TECH HAS THE RIGHT TO TERMINATE A TRIAL PERIOD AT ANY TIME AND FOR ANY REASON.
  11. Subscription Fees In consideration for the Services, you will have to pay the applicable, non-refundable subscription fees set forth in the Subscription Plan (“Subscription Fees”) at such times and for such periods as set forth therein. Your payment may be processed through a third party payment processing service, and additional terms may apply to such payments. We reserve the right to use other third party payment processing services for such purposes in the future. Unless otherwise stated in the Subscription Plan, all amounts payable under these Terms are non-refundable, non-cancellable, and exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties. For all versions of the Services, we reserve the right in the future to charge a fee for features and/or uses which are currently made available free of charge. Any failure to pay applicable charges may result in you not having access to some or all of the Services.
  12. Termination. These Terms are effective until terminated by Curve Tech or you. You may terminate these Terms at any time by cancelling your Account. To the maximum extent permitted by law, we reserve the right, at any time, to: (i) discontinue or modify any aspect of the software and/or the Services, (ii) terminate these Terms and stop to provide the Service to you and/or to cancel your Account if you engage in any conduct or activities that we determine, in our sole discretion, violate these Terms or the rights of Curve Tech or any third party, or is otherwise inappropriate, and, to the maximum extent permitted by law, Curve Tech shall not be liable to you or any third party for any of the foregoing. If you object to any term or condition of these Terms or any subsequent modifications thereto, or become dissatisfied with the Services in any way, your only recourse is to immediately discontinue use of the Services. Unless otherwise stated in your Subscription Plan or required under applicable law, termination shall not give rise to any refund.
  13. Effect of Termination. Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. We reserve the right to permanently delete from our (or our third party service providers) servers any data that may be contained in your Account. To the maximum extent permitted by law, we do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 4, 7, 11-16, 18 and 19 shall survive termination of these Terms.
  14. Beta Disclaimers.

    1. THE PLATFORM IS A BETA VERSION AND MAY NOT REPRESENT THE FINAL PRODUCT AND MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK TAKING INTO ACCOUNT THE FACT THAT YOU ARE AWARE THAT THIS IS A BETA VERSION PLATFORM. EXCEPT AS SET FORTH IN THESE TERMS THE SOFTWARE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND FOR THIS BETA VERSION PURPOSES ONLY. CURVE TECH DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON INFRINGEMENT, WITH RESPECT TO THE SOFTWARE PRODUCT, AND ANY RELATED MATERIALS, SOFTWARE AND/OR DOCUMENTATION. SEE SECTION 13 FOR LIABILITY LIMITATIONS RELATED TO THE SERVICE. THESE TERMS DO NOT INCLUDE THE RIGHT TO ANY FUTURE VERSIONS OF THE PLATFORM, INCLUDING FINAL AND NON BETA VERSIONS, AND/OR ANY REVISIONS, UPDATES, UPGRADES OR NEW RELEASE OF THE PLATFORM, WHICH SHALL BE RELEASED SUBJECT TO OUR SOLE DISCRETION. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE PRODUCT IS CURRENTLY IN A “BETA” STAGE OF DEVELOPMENT. NOT ALL FEATURES MAY BE FULLY IMPLEMENTED OR REFINED. THERE MAY BE UNRESOLVED BUGS, INTERRUPTIONS AND OTHER FAILURES AND ERRORS IN THE PERFORMANCE AND OPERATION OF THE SOFTWARE PRODUCT AND LICENSOR MAY NOT OFFER TECHNICAL SUPPORT FOR THESE ISSUES.
    2. YOU RECOGNIZE AND AGREE THAT CURVE TECH HAS NO CONTROL OVER OR THE TRUTHFULNESS OR THE ACCURACY OF INFORMATION PROVIDED BY YOU THROUGH THE SERVICE OR OTHERWISE, OR THE ABILITY TO PERFORM ANY RESPONSIBILITY OF YOURS AS A MERCHANT. CURVE TECH MAKES NO REPRESENTATION REGARDING ANY OF THE SUBJECT-MATTER OF THE PRECEDING SENTENCE, AND YOU ASSUMES ALL RISKS RELATED TO SUCH SUBJECT-MATTER, INCLUDING FOR THE DECISIONS, ACTS AND OMISSIONS THAT YOU MAY TAKE AS A CONSEQUENCE OF THE INSIGNTS THAT MAY BE PROVIDED BY THE SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU WILL BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON CONTENT PROVIDED THROUGH THE SERVICE.
    3. YOU ARE ADVISED NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICE. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH THE USE OF THE SERVICE. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM YOUR USE OF THE SERVICES AND/OR FOR ANY TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
    4. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
  15. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CURVE TECH SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE OR BUSINESS) ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF CURVE TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. IN NO EVENT SHALL THE COMBINED AND AGGREGATE LIABILITY OF CURVE TECH, FOR ANY DAMAGES UNDER THESE TERMS, THE SERVICES, INCLUDING, IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE, EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU (IF ANY) FOR THE SERVICE DURING THE 6 MONTHS PRIOR TO BRINGING THE CLAIM OR $50 (FIFTY DOLLARS). THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, AND WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY SUTY), MISREPRESENTATION, RESTITUTION,OR OTHERWISE.
  16. Indemnification. You agree to defend, indemnify and hold harmless Curve Tech and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from, or related to your (or any other third party on your behalf): (i) use of the Service;  (ii) breach of these Terms, and/or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
  17. Disclosure. To the maximum extent permitted by law, we reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property or safety of Curve Tech, its users or the public.
  18. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Curve Tech without restriction.
  19. Modifications. To the fullest extent permissible by law, we reserve the right, at our discretion, to: (i) change any information, specifications, features or functions of the Services, including any Trial Period, (ii) suspend or discontinue, temporarily or permanently, any or all of the Services or Trial Period, including the availability of any feature, database or content, or (iii) impose limits on certain features and Services or restrict access to parts or all of the Services, including any Trial Period, in each case with or without prior notice and without any liability to you or any third party. Curve Tech may from time to time update or revise and change these Terms. Such change will be effective 15 days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.
  20. Governing Law and Disputes. Notwithstanding anything to the contrary and to the fullest extent permissible by law, these Terms shall be governed by and construed in accordance with the laws of Israel, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in Tel Aviv Yafo, Israel, and each party hereby irrevocably consents to the jurisdiction of such courts. Notwithstanding the foregoing, Curve Tech reserves the right to seek injunctive relief in any court of competent jurisdiction.
  21. General. These Terms, the Privacy Policy, and the DPA (if relevant), represent the complete agreement concerning the Service between you and Curve Tech and supersede all prior agreements and representations related to the subject matter hereof. To the extent of any inconsistency or conflict between these Terms and any other document between the parties, these Terms shall prevail. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Curve Tech (if any), neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.