Curricula, LLC Terms and Conditions

Definitions

In these Terms and Conditions, we have given specific meanings to the following words:

  • Customer,” “you” and “your” means you in your individual capacity and the entity, when applicable, which is named as our customer when subscribing to a Curricula Account for whom you act as an authorized representative, employee or agent and who is contracting with Curricula under these Terms and Conditions, which shall, where the context permits, include the Customer’s directors, officers, employees, agents and authorized personnel;
  • Curricula Account” means a current subscription to the Services;
  • Terms and Conditions” means these terms and conditions as they may be amended or varied from time to time as explained below and include the terms on any Order Form for Services that you enter into with Curricula;
  • Services” means Curricula’s current and future software services and demonstrations of such services which are accessed and used via our publicly-available website located at GetCurricula.com, MyCurricula.com, associated subdomains, and password-protected websites and shall include, collectively, the Documentation and the Information;
  • Documentation” means the Curricula documentation made available in hard copy or in electronic form with the Services including, without limitation, the interactive online help files;
  • Information” means the information regarding security awareness training provided through the Services;
  • Curricula,” “us,“we” and “our” refers to Curricula, LLC, a Georgia limited liability company with its headquarters located at 3423 Piedmont Road NE Atlanta, Georgia 30305;
  • Your Data” means any data, text, imagery, videos or other files entered or uploaded by you or otherwise provided to Curricula for use with the Services.

These Terms and Conditions

Acceptance of Terms: These Terms and Conditions govern your use of the Services, and your failure to comply with these Terms and Conditions may result in termination of your rights of access and use. By applying for a Curricula Account, you are indicating your acceptance of these Terms and Conditions.

You represent that you are a business entity, or if an individual, you are 18 years of age or older. The Curricula website and the Services are not intended for the use by children under 18 and no such person is authorized to access Curricula’s website or the Services.

Additional items: In addition to these Terms and Conditions, you will also be subject to any guidelines or other rules applicable to the Services, which are posted on our website from time to time. All such guidelines, pricing and rules are hereby incorporated by reference into these Terms and Conditions.

Privacy: Please refer to Curricula’s Privacy Policy located at www.GetCurricula.com/privacy for information about how we collect, use and disclose information from our users. The Privacy Policy is incorporated into these Terms and Conditions by this reference. By using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any information you send to us through the Internet may be intercepted by others.

Notice: The nature of Curricula’s database driven technology means that it is technically impossible for you to own a transferrable copy of Curricula content. If our business changes or if for any other reason we cannot continue to provide the Services, you will no longer be able to access your Data using the Services. You agree to hold Curricula harmless from, and we accept no responsibility for, the loss of any Data.

The Services

The Services include subscription-based online cyber security awareness training content delivered via web-based platforms. The Services provide our Customers with the ability to deliver, manage, and track security awareness training for their organization. The Services are continually changing and are described in more detail on our website.

Ownership and Intellectual Property

The term “Content”, for the purpose of these Terms and Conditions, shall mean all text, graphics, videos, user interfaces, visual interfaces, pictures, logos, sound effects, music, artwork and programming code, including but not limited to Curricula’s unique “look and feel” design, expression, structure, selection, coordination, and arrangement of such Content on our website or otherwise part of the Services (with the exception of your Data). The Services and the Content are owned, controlled or licensed by or to Curricula and are protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressively provided in this Agreement, no part of the Content may be copied, uploaded, shared, reproduced, republished, posted, publicly displayed, encoded, translated, transmitted or distributed in any way. This includes “mirroring” to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Curricula’s prior written consent. You acknowledge and agree that Curricula shall retain all right, title and interest in and to the Content and the Services, and Curricula does not convey any right, title and interest in and to the Content or the Services to you other than the limited right to access and use the Services granted herein. All copyright, database rights, trademarks and other intellectual property rights in any external data sources or embedded third party services used as part of the Services are the intellectual property of the relevant third party provider.

You agree not to (1) modify, alter, amend, fix, translate, enhance or otherwise create derivative works of the Services; (2) remove, disable, or otherwise create or implement any workaround to, any security features contained in the Services; or (3) remove, delete or alter any trademarks, copyright notices or other intellectual property rights notices of Curricula or its licensors, if any, from the Services.

You agree not to disassemble, decompile or reverse engineer any Services or portions thereof, modify the Services in any manner, or recreate or disclose to any third party the design, functionality or features of the Services.

Downloads

During use of The Services, access to Downloads and additional Content will be made available to The Customer. Access to the Downloads and Content will only remain available with an active Curricula Account. After closing a Curricula Account, your access and license to use The Services including Downloads and Content will be discontinued. The Content is owned, controlled or licensed by or to Curricula and are protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. You acknowledge and agree that Curricula shall retain all right, title and interest in and to the Content and the Services, and Curricula does not convey any right, title and interest in and to the Content or the Services to you other than the limited right to access and use the Services granted herein.

Creating a Curricula Account

In order to use the Services, you must apply for a Curricula Account.

If you are applying on behalf of your business, please ensure you name the correct entity and entity type (sole proprietor, LLP, limited liability company, partnership, corporation, etc.) as the ‘Customer.’ You may apply for a Curricula Account in the name of a Customer only with the express authority of that person or entity. A binding contract is formed between Curricula and the Customer when we email confirmation of your Curricula Account. These Terms and Conditions shall govern the agreement between Curricula and the Customer.

We reserve the right, at our discretion and for any reason, not to accept an application to create a Curricula Account.

Your Rights

Upon our confirmation to you of the creation of your Curricula Account, and subject to compliance with each of these Terms and Conditions by the Customer and its authorized personnel, we agree to permit the Customer and its authorized personnel to access and use the Services on a limited, revocable, non-assignable, non-transferable and non-exclusive basis solely for the Customer’s internal business purposes for the duration of the Curricula Account. Access to the Services may be suspended at any time for reasonable cause.

Your Obligations

You must:
  • Only use the Services for the Customer’s own business purpose.
  • Only use the Services for legal purposes in accordance with honest trade practices and in strict compliance with all applicable laws, rulings and regulations;
  • Use reasonable endeavors to maintain the security of all log-in details for the Curricula Account;
  • Only attempt to access the Services using authorized log-in details of the Customer;
  • Comply with our reasonable requests and directions as to your use of the Services provided to you from time to time;
  • Take full responsibility for the compliance with these Terms and Conditions by anyone accessing the Services using your Curricula Account, including your authorized personnel.
You must not:
  • Do anything which could reasonably be expected to damage, disable, overburden, or impair the Services or our website and systems generally or which is likely to interfere with any other party’s use or enjoyment of the Services;
  • Take any action which would cause Curricula to be in violation of any laws, rulings or regulations applicable to it;
  • Use the Services to infringe any third party intellectual property rights;
  • Infringe, challenge or dispute our ownership of the intellectual property rights in the Services; or
  • Seek to provide the Services to any third party in any way not expressly permitted by your Curricula Account.

Paying for The Service

Free trials and demo trials: Curricula will not charge the Customer for use of the Services during a ‘free trial’ period or a ‘demo trial’ period. The Customer is entitled to benefit from only one free trial or demo trial. If we discover that more than one ‘free trial’ has been requested and activated, we reserve the right to charge you for all use of the Services made after the first ‘free trial’ period. We may withdraw any ‘free trial’ or ‘demo trial’ services at any time without notice.

Subscription fees: Upon the conclusion of your ‘free trial’ or ‘demo trial’ period, the Services will be available to you only upon (a) your executing an Order Form, which Order Form will set out the pricing terms, and (b) remitting to Curricula payment of the subscription fee, which is payable annually in advance by the Customer, unless otherwise provided on your Order Form.

How payments are made: We use a third party tool to manage Customer subscription transactions via credit/debit card and ACH payments. We will invoice you by agreement, payment being required before you will have complete access to use the Services. You agree to keep your payment and billing information current at all times within your account profile.

Automatic renewal: You acknowledge and agree that Curricula will automatically renew the Customer’s subscription for additional one-year periods upon expiration of the previous annual subscription term and charge your payment card and/or invoice you on an annual basis (as applicable), until your Curricula Account is closed. If you provide to us credit card or debit card information, you authorize Curricula to charge the then-current subscription fee on a recurring, annual basis. You may withdraw this consent at any time by contacting us at [email protected].

Non-payment: We shall be under no obligation to provide the Services to Customer if the subscription fee is not paid to us on time. The Customer must ensure that we have complete and accurate billing and contact information throughout the subscription period, including the full name of the Customer, its business address, and a billing contact email address. If subscription fees become overdue, interest shall accrue thereon at the rate of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law, whichever is less, commencing on the date payment was due and accruing until the date payment is received by Curricula. In addition, we reserve the right to suspend your access to the Services until the balance is paid and/or we may close your Curricula Account without notice. Additional claims for payment default remain reserved.

Taxes: Unless otherwise stated, Curricula’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase of Curricula’s Services. If Curricula has the legal obligation to pay or collect Taxes for which the Customer is responsible, the appropriate amount shall be invoiced to and paid by the Customer, unless the Customer provides Curricula with a valid tax exemption certificate from the appropriate taxing authority.

Closing a Curricula account

Cancellation by you: You may request to close your Curricula Account at any time by contacting [email protected]. No further subscription fees will be billed and no refund will be made of any subscription fees already billed and paid except at our discretion. If you cancel your Curricula Account, the Services and your Data will remain accessible by you until the subscription period that you have already paid for expires, after which your Curricula Account will be locked and your Data shall no longer be accessible to you via the Services.

Suspension and closure by us in the event of a problem: If you, or any other user of your Curricula Account, fails to abide by these Terms and Conditions, or if the subscription fees are not paid on time, we reserve the right to suspend your access to the Services and/or cancel your Curricula Account. If we withdraw access to the Services because these Terms and Conditions have been breached, no refund will be payable by us.

Non-fault closure by us: In addition to our other rights under these Terms and Conditions, we also reserve the right to close any Curricula Account (including during any ‘free trial’ or ‘demo trial’ period) for any reason by giving thirty (30) days’ notice and refunding any unused subscription fees on a pro rata basis.

Your Data

Rights in your Data: You have sole responsibility for the accuracy and reliability of your Data. You retain ownership and/or control of any copyright, trademarks, database rights and any other intellectual property rights in your Data. Intellectual property ownership in your Data will not be transferred to us. Customer hereby gives Curricula the right to use, communicate, reproduce, publish, display and distribute Customer Data as part of Curricula’s provision of the Services provided to Customer.

You acknowledge and agree that any information you provide to, or exchange with, Curricula may be used by Curricula in a manner consistent with the Curricula Privacy Policy, which is set forth at www.getcurricula.com/privacy. We reserve the right to disclose your Data to law enforcement and/or regulatory officials in the investigation and/or determination of alleged unlawful activities and legal disputes. You consent to the transfer of any personal information provided to Curricula from your country of origin to the United States.

You warrant that you have the rights to use your Data online via the Services. You take full responsibility for your Data, and indemnify Curricula against any claims relating to breach of third party rights caused by such use of your Data, breach of any law or regulation or other legal rights as a result of the nature or use of your Data, or any other associated claim. Curricula reserves the right to remove your Data from our servers in the event of the above claims, threatened, alleged or issued, or for any other reasonable cause.

Copyright

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of the material that you claim is infringing and where it is located on the website;
  • Identification of the URL or other specific location on the website where the material that you claim is infringing is located;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at [email protected] or by mail at Copyright Agent, c/o Curricula, 3423 Piedmont Road NE Atlanta, Georgia 30305. Upon receipt of such notice, Curricula will investigate and remove material if necessary. You will be notified of the results of such investigation.

Disclaimer and Warranty Information

This section restricts the extent to which we are liable for any losses, which may be suffered in connection with your use of the Services. It also requires the Customer to compensate us for any loss we suffer as a result of your failure to comply with these Terms and Conditions.

Availability: We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) Planned downtime or maintenance (which we shall try to keep to a minimum and give at least 24 hours’ electronic notice, and which we shall schedule to the extent practicable during Saturday and Sunday), and (b) Any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), Internet service provider (or other Third-Party) failure or delay, or denial of service attack.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES PROVIDED BY CURRICULA ARE PROVIDED “AS IS, AS AVAILABLE” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, DATA ACCURACY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL SUCH WARRANTIES AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. CURRICULA DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, OR WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, VIRUS-FREE, OR WITHOUT DEGRADATION OF QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. CURRICULA MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, AVAILIBILITY, TIMELINESS, QUALITY, COMPLETENESS, SUITABILITY OR RELIABILITY OF ANY INFORMATION OR DATA ACCESSED ON OR THROUGH THE SERVICES. NO INFORMATION OBTAINED FROM CURRICULA, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. CURRICULA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS PROVISION MAY NOT APPLY TO YOU.

Regulations; Suitability. Some of the Services are designed to help you comply with various regulatory requirements that may be applicable to you. However, you are solely responsible for understanding the regulatory requirements applicable to your business, for selecting and using those Services in a manner that complies with the applicable requirements, and for determining the suitability of the Services for your use in light of any applicable regulations.

Exclusion of our liability: YOU USE THE SERVICES ENTIRELY AT YOUR OWN RISK. WE DO NOT RESTRICT OUR LIABILITY (IF ANY) FOR PERSONAL INJURY OR DEATH RESULTING FROM OUR NEGLIGENCE, FOR FRAUD COMMITTED BY US OR FOR ANY MATTER WHICH IT WOULD BE ILLEGAL TO LIMIT OR TO ATTEMPT TO RESTRICT. WE EXCLUDE ALL OTHER LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE ARISING IN CONNECTION WITH THE SERVICES (EVEN IF WE HAVE BEEN ADVISED OF THEIR POSSIBILITY.)

Limitation of our liability: WHERE WE ARE NOT LEGALLY ENTITLED TO EXCLUDE OUR LIABILITY, OUR TOTAL LIABILITY FOR ANY LOSS OR DAMAGE RELATING TO THE SERVICES (OR TO OUR WEBSITE GENERALLY) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES PAID BY THE CUSTOMER TO US IN THE PREVIOUS MONTH, OR, FOR ANNUAL SUBSCRIPTIONS, THE AMOUNT ALLOCABLE TO THE PREVIOUS MONTH’S USE.

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL CURRICULA OR ITS THIRD PARTY VENDORS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES OR EXPENSES RELATING TO INTERRUPTION OF BUSINESS ACTIVITIES, LOSS OF DATA OR THE COSTS OF PROCURING SUBSTITUTE SERVICES, EVEN IF CURRICULA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.

Liability to us: The Customer shall be solely responsible for any content transferred to Curricula via its Curricula Account. The Customer shall be held liable for any reasonable costs and expenses incurred by Curricula as a result of breach of these Terms and Conditions by you or anyone accessing your Curricula Account with your permission.

Third party rights: No person other than Curricula and the Customer shall have any rights to enforce these Terms and Conditions.

Indemnity

You agree to indemnify and hold Curricula, its officers, directors, shareholders, successors in interest, employees, agents and affiliates, harmless from any demands, loss, liability, claims or expenses (including without limitation attorneys’ fees), made against Curricula by any third party due to or arising out of or in connection with (1) your access to or use of the Services; (2) your violation of these Terms and Conditions or any applicable law or regulation, (3) your violation of any rights of any third party; or (4) any disputes or issues between you and any third party. You will pay Curricula the cost of defending the claim (including reasonable attorneys’ fees and expenses of litigation including covering any advance retainers required) and any damages awarded, fines, or other amounts that are imposed on Curricula. Your obligation extends to any such acts by any of your employees or independent contractors. Curricula shall be permitted to choose the legal counsel who will represent them. You agree to cooperate with our defense of such claim.

General Legal Matters

Entire agreement: These Terms and Conditions (which include the Order Form and our Privacy Policy) describe the entire agreement between you and us regarding the Services, and supersede any prior understandings or agreements. To the extent there is a conflict between these Terms and Conditions and a term on an Order Form, the terms of the Order Form shall prevail. Other than as provided in a separate purchase or license agreement you enter into with Curricula, Curricula will not accept any counter-offers to these Terms and Conditions, and all such offers are hereby rejected. The headings are for convenience only and shall not affect the construction or interpretation of these Terms and Conditions.

Changes to this contract: We reserve the right to change these Terms and Conditions from time to time. Changes to these Terms and Conditions will be effective immediately upon notice thereof, which may be given by posting such revised Terms and Conditions on the Curricula website, except for changes to fees, which shall become effective from your next billing cycle as specified above. Any continued use of the Services will be deemed to constitute acceptance by the Customer of all of the new or revised terms. We encourage you to review these Terms and Conditions on the Curricula website from time to time so you will know if these Terms and Conditions have been updated. These Terms and Conditions may not otherwise be changed without our written consent.

Transfer of rights and obligations: We shall be entitled to transfer our rights and/or obligations under these Terms and Conditions to another party. The Customer may not transfer any of your rights or obligations under these Terms and Conditions without our written consent.

Waiver and severability: If either you or we ignore any breach of these Terms and Conditions, it shall not mean that any further breach cannot be enforced. Similarly, if any part of these Terms and Conditions is held to be invalid or unenforceable for some reason, then it will be replaced with a provision which, as far as possible, achieves the same purpose as the original, and the remainder of these Terms and Conditions will still be binding.

Resolving disputes: These Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of Georgia, excluding: (i) its conflicts of law principles; and (ii) the United Nations Convention on Contracts for the International Sale of Goods. The exclusive jurisdiction for all causes of action arising out of these Terms of Service shall be a federal or state court in Fulton County, Georgia. You agree to the admissibility of computer records and electronic evidence in any dispute herein. Notwithstanding anything herein to the contrary, Curricula shall be entitled to seek equitable relief in addition to any and all legal remedies brought in any forum or court having jurisdiction without the requirement to post bond. No class action may be pursued or maintained with respect to any dispute regarding these Terms and Conditions.

Independent Parties: These Terms and Conditions do not create any agency, employment, partnership, joint venture, or franchise relationship between or among the parties. You and Curricula are at all times hereunder independent contractors engaged in the operation of their own respective businesses.

Notices: Any notices to Curricula should be sent by electronic mail and first-class United States mail or overnight courier to:

Curricula, LLC
3423 Piedmont Road NE
Atlanta, GA 30305

Written Document: You may preserve these Terms and Conditions in written form by printing it for your records, and you waive any other requirement that these Terms and Conditions be evidenced by a written document.

Users Outside of the United States

Curricula administers the Services from its location in the United States of America. Although Curricula is accessible from outside the United States, not all features, products or services discussed, referenced, provided or offered through the Services or on Curricula’s website are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access Curricula from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Canada: The parties declare that they have required that this agreement and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.