Curately

    Terms of Service

    Dated: May 20, 2024

    Welcome to Curately!

    Thank you for using the Curately platform and the products, services and features we make available to you as part of the platform (collectively, the "Service"). You as a user are important to our community, and we believe the community is better off with you in it.

    Our Service

    The Service allows you to discover, watch, and share photos, videos and other content, provides a forum for people to connect, inform, exchange, and inspire others across the globe, and acts as a distribution platform for original content creators and advertisers large and small.

    Your Service Provider

    The entity providing the Service is Aeone Platforms Inc., trading as Curately, a company operating under the laws of Delaware, located at 1201 2nd Ave, Suite 2200, Seattle, WA 98101 (referred to as "Curately", "Aeone", "we", "us", or "our"). References to Curately's "Affiliates" in these terms means the other companies within the Aeone Platforms Inc. corporate group (now or in the future).

    Applicable Terms

    Your use of the Service is subject to these terms, the Curately Community Guidelines and the Policy, Safety and Copyright Policies which may be updated from time to time (together, this "Agreement"). Your Agreement with us will also include the Advertising on Curately Policies if you provide advertising or sponsorships to the Service or incorporate paid promotions in your content. Any other links or references provided in these terms are for informational use only and are not part of the Agreement.

    Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you may not use the Service.

    Who may use the Service?

    Age Requirements

    You must be at least 13 years old to use the Service; however, children of all ages may use the Service and Curately Kids (where available) if enabled by a parent or legal guardian.

    By using the Service, you represent, warrant, and agree that:

    • you can form a binding contract with Curately;
    • you are not a person who is barred from using the Services under the laws of the United States or any other applicable jurisdiction outside the United States—including, for example, that you do not appear on the U.S. Treasury Department's list of Specially Designated Nationals or face any other similar prohibition;
    • you are not a convicted sex offender; and
    • you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations.
    Permission by Parent or Guardian

    If you are under 18, you represent that you have your parent or guardian's permission to use the Service. Please have them read this Agreement with you. We may offer additional Services with additional terms that may require you to be even older to use them. So please read all terms carefully.

    If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Service, you are subject to the terms of this Agreement and responsible for your child's activity on the Service.

    Businesses

    If you are using the Service on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.

    Your Use of the Service

    Content on the Service

    The content on the Service includes videos, audio (for example music and other sounds), graphics, information, photos, text (such as comments and scripts), branding (including trade names, patents, trademarks, service marks, copyrights, or logos), illustrations, interactive features, software, metrics, and other materials whether provided by you, Curately or a third-party (collectively, "Content").

    Content is the responsibility of the person or entity that provides it to the Service. Much of the content on our Services is produced by users, publishers, and other third parties. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the user or entity that submitted it. Although Curately reserves the right to review or remove all content that appears on the Services, we do not necessarily review all of it. Curately is under no obligation to host or serve Content. If you see any Content you believe does not comply with this Agreement, including by violating the Community Guidelines or the law, you can report it to us.

    Curately Accounts

    To access or use some of our Services, you must create an account with us. Creating a Curately account will give you access to additional features and functions, such as uploading photos, videos, writing comments, favoriting content, and more. When you create this account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete.

    You are responsible for any activity that occurs in your account. To protect your Curately account, keep your password confidential. We recommend that you use a unique password not used on other accounts or third-party applications. If you think that someone has gained access to your account, please immediately reach out to Support. You agree not to create any account if we have previously removed or banned you or your account from any of our Services, unless we consent otherwise.

    We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third party rights, or violate any applicable laws or regulations.

    You are free, at any time to delete your account, if you no longer want to use our Service.

    Your Information

    Your privacy strongly matters to us. Our Privacy Policy explains how we treat your personal data and protect your privacy when you use the Service.

    We will process any audio or audiovisual content uploaded by you to the Service in accordance with the Curately Data Processing Terms, except in cases where you uploaded such content for personal purposes or household activities.

    Permissions and Restrictions

    You may access and use the Service as made available to you, as long as you comply with this Agreement and applicable law. You may view or listen to Content for your personal, non-commercial use. You may also show Curately photos and videos through the embeddable Curately feature.

    The following restrictions apply to your use of the Service. Among other things, you may not do, attempt to do, enable, or encourage anyone else to do, any of the following:

    • access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any Content except: (a) as expressly authorized by the Service; or (b) with prior written permission from Curately and, if applicable, the respective rights holders;
    • circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (a) prevent or restrict the copying or other use of Content or (b) limit the use of the Service or Content;
    • access the Service using any automated means (such as robots, botnets or scrapers) except (a) in the case of public search engines, in accordance with Curately's robots.txt file; or (b) with Curately's prior written permission;
    • collect or harvest any information that might identify a person (for example, usernames or faces), unless permitted by that person or allowed under section (3) above;
    • use the Service to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations;
    • use or develop any third-party applications that interact with the Service or other users' content or information without our written consent;
    • cause or encourage any inaccurate measurements of genuine user engagement with the Service, including by paying people or providing them with incentives to increase a video's views, likes, or dislikes, or to increase a account followers, or otherwise manipulate metrics in any manner;
    • impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Service;
    • misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions;
    • upload viruses or other malicious code or otherwise compromise, bypass, or circumvent the security of the Services;
    • probe, scan, or test the vulnerability of our Service or any system or network;
    • upload, compose, or encourage any material that is racist or discriminatory, including discrimination on the basis of someone's race, religion, age, gender, disability or sexuality;
    • upload, compose, or encourage any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory;
    • upload, compose, or encourage any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm;
    • run contests on or through the Service that do not comply with Curately's contest policies and guidelines;
    • use the Service to view or listen to Content other than for personal, non-commercial use (for example, you may not publicly screen videos or stream music from the Service); or
    • use the Service to (a) sell any advertising, sponsorships, or promotions placed on, around, or within the Service or Content, other than those allowed in the Advertising on Curately policies (such as compliant product placements); or (b) sell advertising, sponsorships, or promotions on any page of any website or application that only contains Content from the Service or where Content from the Service is the primary basis for such sales (for example, selling ads on a webpage where Curately videos are the main draw for users visiting the webpage).
    Reservation

    Using the Service does not give you ownership of or rights to any aspect of the Service, including user names or any other Content posted by others or Curately.

    Develop, Improve and Update the Service

    Curately is relentlessly changing and improving the Service, to ensure great user experience. As part of this continual evolution, we may make modifications or changes (to all or part of the Service) such as adding or removing features and functionalities, offering new digital content or services or discontinuing old ones. We may also need to alter or discontinue the Service, or any part of it, in order to make performance or security improvements, make changes to comply with the law, or prevent illegal activities on or abuse of our systems. These changes may affect all users, some users, or even an individual user. When the Service requires or includes downloadable software, that software may update automatically on your device once a new version or feature is available, subject to your device settings. If we make material changes that negatively impact your use of the Service, we'll try to provide you with reasonable advance notice, except in urgent situations such as preventing abuse, responding to legal requirements, or addressing security and operability issues. We'll also provide you with an opportunity to export your content from your Curately Profile, subject to applicable law and policies.

    Your Content and Conduct

    Uploading Content

    If you have a Curately account, you may be able to upload Content to the Service. You may use your Content to promote your business or artistic enterprise. If you choose to upload Content, you must not submit to the Service any Content that does not comply with this Agreement (including the Curately Community Guidelines) or the law. For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for the Content you submit to the Service. We may use automated systems that analyze your Content to help detect infringement and abuse, such as spam, malware, and illegal content.

    Rights you Grant

    You retain ownership rights in your Content. However, we do require you to grant certain rights to Curately and other users of the Service, as described below.

    License to Curately

    By providing Content to the Service, you grant to Curately a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, modify, adapt, use, transmit, prepare derivative works, publish, distribute, display, and perform it) in connection with the Service and Curately's (and its successors' and Affiliates') business, including for the purpose of promoting and redistributing part or all of the Service.

    You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

    License to Other Users

    You further grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your Content through the Service, and to use that Content, including to download, view, transmit, publish, use, reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Service (such as video playback or embeds). For clarity, this license does not grant any rights or permissions for a user to make use of your Content independent of the Service.

    Duration of License

    The licenses granted by you shall survive in perpetuity while you or your content are on the Service, and will survive and continue for a commercially reasonable period of time after you remove or delete your Content from the Service. You understand and agree, however, that Curately may retain, but not display, distribute, or perform, server copies of your photos and videos that have been removed or deleted.

    Right to Monetize

    You grant to Curately the right to monetize your Content on the Service (including, by way of example and not limitation; displaying ads on or within Content, sponsorships, promotions, Gifts, charging users a fee for access), except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. If required by law, Curately will withhold taxes from such payments.

    Removing Your Content

    You may remove your Content from the Service at any time. You also have the option to make a copy of your Content before removing it. You must remove your Content if you no longer have the rights required by these terms.

    Removal of Content By Curately

    If any of your Content (1) is in breach of this Agreement or (2) may cause harm to Curately, our users, or third parties, we reserve the right to remove, take down some or all of such Content, limit the visibility of your account, and notify third parties—including law enforcement. We will notify you with the reason for our action unless we reasonably believe that to do so: (a) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Curately or our Affiliates; (b) would compromise an investigation or the integrity or operation of the Service; or (c) would cause harm to any user, other third party, Curately or our Affiliates.

    Community Guidelines Strikes

    Curately operates a system of "strikes" in respect of Content that violates the Curately Community Guidelines. Each strike comes with varying restrictions and may result in the permanent removal of your account from Curately. A full description of how a strike affects your account is available on the Community Guidelines Strikes Basics page. If you believe that a strike has been issued in error, you may appeal here.

    If your account has been restricted due to a strike, you must not use another account to circumvent these restrictions. Violation of this prohibition is a material breach of this Agreement and Curately reserves the right to terminate your account or your access to all or part of the Service.

    Copyright Protection

    Curately respects the rights of others. And so should you. You therefore may not use the Services, or enable anyone else to use the Services, in a manner that violates or infringes someone else's rights of publicity, privacy, copyright, trademark, or other intellectual property right.

    We provide information to help copyright holders manage their intellectual property online in our Curately Copyright Support. If you believe your copyright has been infringed on the Service, please send us a notice.

    We respond to notices of alleged copyright infringement according to the process in our Curately Copyright Support, where you can also find information about how to resolve a copyright strike. Curately's policies provide for the termination, in appropriate circumstances, of repeat infringers' access to the Service.

    Account Suspension & Termination

    Terminations by You

    While we hope you remain a lifelong Curately user, you can terminate these Terms at any time and for any reason, by deleting your Curately account. You can delete your account by clicking on the "settings" icon in your phone app. You also have the option to download a copy of your data first.

    Terminations and Suspensions by Curately

    Curately reserves the right to suspend or terminate your Curately account or your access to all or part of the Service if (a) there is prolonged inactivity on your account (b) you materially or repeatedly breach this Agreement; (c) we are required to do so to comply with a legal requirement or a court order; or (d) we reasonably believe that there has been conduct that creates (or could create) liability or harm to any user, other third party, Curately or our Affiliates.

    Notice for Termination or Suspension

    We will notify you with the reason for termination or suspension by Curately, unless we reasonably believe that to do so: (a) would violate the law or the direction of a legal enforcement authority; (b) would compromise an investigation; (c) would compromise the integrity, operation or security of the Service; or (d) would cause harm to any user, other third party, Curately or our Affiliates.

    Effect of Account Suspension or Termination

    If you had more than one Curately Account, and one of them is suspended or terminated, you may continue using your other accounts as long as they do not violate the policies and you are not banned from the service. When Curately makes some of its contents publicly available without needing to have an account, you may continue using certain aspects of the Service (such as viewing only) without an account, and this Agreement will continue to apply to such use. If you believe that the termination or suspension has been made in error, you can appeal using this form.

    About Software in the Service

    Downloadable Software

    When the Service requires or includes downloadable software, unless that software is governed by additional terms which provide a license, Curately gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Curately as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Curately, in the manner permitted by this Agreement. You are not allowed to copy, modify, distribute, transmit, sell, or lease any part of the software, or to reverse-engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have Curately's written permission.

    Open Source

    Some software used in our Service may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses.

    Other Legal Terms

    Warranty Disclaimer

    We try to keep the Services up and running and free of annoyances. But we make no promises that we will succeed.

    OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT OR AS REQUIRED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND CURATELY DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SERVICE. FOR EXAMPLE, WE DON'T MAKE ANY WARRANTIES ABOUT: (A) THE CONTENT PROVIDED THROUGH THE SERVICE; (B) THE SPECIFIC FEATURES OF THE SERVICE, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE ON THE SERVICE.

    NEITHER WE NOR OUR AFFILIATES TAKE RESPONSIBILITY OR ASSUME LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH WE OR OUR AFFILIATES WILL BE RESPONSIBLE FOR.

    Limitation of Liability

    EXCEPT AS REQUIRED BY APPLICABLE LAW, CURATELY, ITS AFFILIATES, OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; DIRECT, INDIRECT, OR CONSEQUENTIAL LOSS; PUNITIVE DAMAGES CAUSED BY:

    • ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICE;
    • PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE;
    • ANY UNAUTHORIZED ACCESS TO, ALTERATION TO, OR USE OF THE SERVICE;
    • ANY INTERRUPTION OR CESSATION OF THE SERVICE;
    • ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;
    • ANY CONTENT WHETHER SUBMITTED BY A USER OR CURATELY, INCLUDING YOUR USE OF CONTENT; AND/OR
    • THE REMOVAL OR UNAVAILABILITY OF ANY CONTENT.

    THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

    CURATELY AND ITS AFFILIATES' TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF REVENUE THAT CURATELY HAS PAID TO YOU FROM YOUR USE OF THE SERVICE IN THE 12 MONTHS BEFORE THE DATE OF YOUR NOTICE, IN WRITING TO CURATELY, OF THE CLAIM; AND (B) USD $100.

    Indemnity

    To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Curately, its Affiliates, shareholders, officers, directors, employees and agents, from and against any and all claims, damages, charges, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your negligence or willful misconduct; (iii) your violation of any term of this Agreement or any applicable law or regulation; (iv) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (v) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service.

    Third-Party Links

    The Service may contain links to third-party websites and online services that are not owned or controlled by Curately. Curately has no control over, and assumes no responsibility for, such websites and online services. Further, by using the Services, you acknowledge and agree that Curately is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. Be aware when you leave the Service; we suggest you read the terms and privacy policy of each third-party website and online service that you visit.

    About this Agreement

    Changing this Agreement

    We may change this Agreement, for example, (1) to reflect changes to our Service or how we do business - for example, when we add new products or features or remove old ones, (2) to reflect changes in our company policies (3) for legal, regulatory, or security reasons, or (4) to prevent abuse or harm.

    If we materially change this Agreement, we'll provide you with reasonable advance notice and the opportunity to review the changes, except (1) when we launch a new product or feature, or (2) in urgent situations, such as preventing ongoing abuse or responding to legal requirements. If you do not agree to the new terms, you should remove any Content you uploaded and stop using the Service.

    Continuation of this Agreement

    If your use of the Service ends, regardless of who terminates the service, the following terms of this Agreement will continue to apply to you: "Other Legal Terms", "About This Agreement", and the licenses granted by you will continue as described under "Duration of License".

    Severance

    If it turns out that a particular term of this Agreement is not enforceable for any reason, this will not affect the validity and enforceability of any other terms.

    No Waiver

    If you fail to comply with this Agreement and we do not take immediate action, this should not be construed to mean that we are giving up any rights that we may have (such as the right to take action in the future).

    Transfer of Rights

    We reserve the right to transfer our rights under these Terms and provide the Services using another entity, provided that entity upholds these Terms. You may not transfer any of your rights or obligations under these Terms without our consent. We reserve all rights not expressly granted to you.

    Interpretation

    In these terms, "include" or "including" means "including but not limited to," and any examples we give are for illustrative purposes.

    Governing Law

    All claims arising out of or relating to these terms or the Service will be governed by the law of Washington State, except Washington's conflict of laws rules, and will be litigated exclusively in the federal or state courts of King County, Washington, USA. You and Curately consent to personal jurisdiction in those courts.

    Limitation on Legal Action

    YOU AND CURATELY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

    Effective as of May 20, 2024