Team Cura Terms and Conditions of use 2.5.19

Upon purchase of a membership and acceptance of the Agreement (as defined herein), Team Cura, LLC, dba Team Cura (“Team Cura”, we or “us” “company”) will provide you with access to its web-based resources (‘Resources”) consisting of proprietary videos, examples, checklists and samples, upon and pursuant to the following terms and conditions of use along with the Privacy Policy (available via link on the Team Cura Website adjacent to these terms and conditions) and the Acceptable Use Policy included below.  The “Agreement” between us with respect to your access to and use of the Resources consists of the following terms and conditions, the Privacy Policy, and the Acceptable Use Policy, each of which is incorporated into and forms a part of the Agreement. By purchasing a membership or otherwise accessing or using the Resources, you agree that the Agreement applies to you and that you are obligated to comply with all of the terms and conditions set forth herein and in the Privacy Policy and the Acceptable Use Policy.  If you are entering into the Agreement on behalf of an entity, then your act of acceptance confirms that you are authorized to enter into the Agreement on behalf of that entity, and that the entity agrees to be subject to all of the terms and conditions of the Agreement.  As used herein, the term “You” means you individually and any entity on whose behalf you enter into the Agreement.

Team Cura reserves the right to change these terms and conditions of use from time to time at its sole discretion.  Your use of the Resources will be subject to the most current version of the terms and conditions of use posted on the Team Cura Website at the time of such use.

  1. Use of the Member Resource Center

Team Cura hereby grants to you the nonexclusive right and license to access and use the Resources in accordance with the Agreement only for your personal use.   Team Cura will make the Resources available via the Team Cura Website located at https://www.team Cura.com or a successor URL.  The Resources may be accessed using supported Internet browsers.  You are responsible for all costs associated with your access to the Resources, including but not limited to your Internet connection, computer and browser technology.

  1. Registration; user name and password; “user ID”; organization code

Access to the Resources is controlled by a username and password (hereinafter collectively referred to as “User Id”) that are unique to you.  When you purchase a membership, Team Cura will open an account for you and send you a temporary user name and password by email (at the email address you provided to Team Cura).  The temporary user name and password will provide you with access to the Resources.  You may change your email address, user name and/or password at any time and from time to time by logging into your account on the Team Cura Website.   In order for us to properly maintain your account, you agree to provide us with current, complete and accurate information as prompted during the registration process, and to update your information promptly whenever it changes.  We strive to keep the Resources secure and ask that you do the same.   ACCORDINGLY, YOUR ACCOUNT AND USER ID ARE SOLELY FOR YOUR PERSONAL USE.  YOU MAY NOT SHARE YOUR USER ID OR PERMIT ANYONE ELSE TO USE YOUR ACCOUNT OR USER ID.   IN ADDITION, IF YOU ARE PROVIDED WITH AN ORGANIZATION CODE, YOU MAY NOT SHARE YOUR ORGANIZATION CODE WITH ANY OTHER PERSON PURCHASING A MEMBERSHIP.  You are responsible for all use of your organization code, account, and User ID and for preventing unauthorized use of these items.   If you believe there has been unauthorized use, you must notify Team Cura immediately at info@Team Cura.com.  Team Cura may suspend, disable, or change your account or User ID at any time if we believe that any of them has been compromised, that you or someone using your account is a threat to the integrity or security of the Resources, or if we have another reasonable basis for doing so.

  1. Limitations on Use.

In addition to the other restrictions in the Agreement, except as otherwise expressly provided for herein, you may not download, store, reproduce, modify, publish, republish, transmit, display, distribute or take screen shots of any portion of the Resources or any of its content, except that you are permitted to print, take screen shots of, and reproduce your own data and reports that are incorporated into the Resources so long as they are used only for your own internal purposes.   You further agree not to (a) sell, rent, lease, loan, sublicense, or otherwise transfer, make available or permit access to the Resources or any of its content to any third party; (b) create derivative works from the Resources or any of its content; (c) frame or “mirror” the Resources or any of its content; (d) modify, decompile, disassemble or reverse engineer any portion of the Resources or any of its content; (e) use or attempt to use any means to access, acquire, copy or monitor any portion of the Resources or any of its content; (f) access or use the any portion of the Resources or any of its content to build a competitive product or service or to replicate any portion of the Resources or any of its content in order to reduce the need to access and use the Resources; (g) violate the security of the Resources or attempt to gain unauthorized access to the Resources, any of its content or Team Cura’s computer systems or networks connected to any server associated with Team Cura, or attempt to circumvent any technology used to limit access to or use of the Resources or to track usage; (h) export or re-export the any portion of the Resources or any of its Content, in violation of the export control laws and regulations of the United States of America; or (i) use the Resources or any of its content in any manner that is unlawful or harms Team Cura, its service providers, suppliers or any other user.  Team Cura may track, monitor, report, analyze, and limit your usage of the Resources.

  1. Resources Updates; Resources Interruptions.

Team Cura reserves the right to modify the Resources and its content at any time, including but not limited to adding or removing features, functionality and content.  The Resources and its content may be unavailable at certain times, including during any unanticipated or unscheduled downtime or unavailability of all or any portion of the Resources or its content because of system failures, service interruptions, or force majeure events.   Team Cura has no obligation to provide support for the Resources unless otherwise separately agreed to in writing between you and Team Cura.   You further understand and acknowledge that Team Cura has no control over the Internet or and, other than the Resources, the creation, editing, distribution or transmission of communications, information or content by you or other users of the Internet.

  1. Ownership and Proprietary Rights.

The Resources are the proprietary property of Team Cura.  The Resources and its content are protected by copyright and other intellectual property laws and by international treaties.  You hereby acknowledge and agree that the Resources, its content, and any documentation and other information and materials pertaining to the Resources, and any know how, methodologies, or processes used by Team Cure with respect to the Resources or its content (including, without limitation all copyrights, trademarks, patents, trade secrets and any other proprietary rights therein) are and shall remain the property of Team Cura.  Notwithstanding anything contained herein to the contrary, subject to the license expressly granted to you herein, you further acknowledge and agree that you do not have and will not acquire any patent, trademark, copyright or proprietary rights in and to the Resources or its content.  With the exception of the license expressly granted to you hereunder, no provision of this Agreement shall be construed as an assignment or transfer to you of any rights in and to the Resources or its content.  You agree to cooperate with Team Cura in preserving all of the rights that Team Cura has or may have in the Resources or its content (including, without limitation all copyrights, trademarks, patents, trade secrets and any other proprietary rights therein).

All right, title and interest in Team Cura’s trademarks, tradenames and logos (“Team Cura Service marks”) belong to Team Cura.  You will not remove or obscure the trademark, copyright or other notices contained in the Resources or any of its content.  you further agree that you will only use the Resources for your own personal use and will not use it in any way that is competitive with or detrimental to Team Cura or to disclose the Resources to a competitor of Team Cura.

  1. Payments.

After paying for your initial membership or, at the beginning of any Renewal Membership term, you are responsible for, and will pay to Team Cura, the annual Membership fee for the Resources at Team Cura’s then-current rate if you wish to continue using the Resources after the expiration date (the “Membership Fee “).  Team Cura may disable your ability to access your account and Member Resource Center until full payment has been received.

  1. Term.

This Agreement will begin on the date you first register and pay for use of the Resources (“Effective Date”) and will continue for one year after the Effective Date (the “Initial Term”) unless earlier terminated.  At the end of the Initial Term, upon payment of the renewal Membership Fee, the Agreement will automatically renew another one-year term (a “Renewal Term”).  At the end of each Renewal Term, upon payment of the renewal Membership Fee, the Agreement will automatically renew another one-year term.  You may terminate this Agreement at any time upon written notice to Team Cura, but any Membership Fees previously paid are nonrefundable.  Upon the occurrence of any of the following: (i) a breach or violation by you of the Acceptable Use Policy; (ii) a breach or violation by you of any of the user restrictions contained in section 2, (iii) a breach or violation by you of any of the limitations on use contained in section 3; (iv) the failure of you to pay any Membership or user fees charged to you hereunder; or (v) the breach or violation by you of any other provision of this Agreement (i.e., a provision other than the Acceptable Use Policy, the user restrictions, the use limitations or the payment provisions) if you fail to cure such breach within fifteen (15) days after written notice of such breach; then, and in addition to all other rights and remedies which it may have at law or in equity, Team Cura may, at its option, immediately terminate the Agreement by notice thereof in writing to you. Upon termination of this Agreement for any reason, the rights and license granted to you under the Agreement shall immediately terminate, you shall discontinue all use of the Resources and your access to the Team Cura Website shall be discontinued.  Termination of the Agreement and disabling of service shall not in any manner interfere with, effect, or relieve you of your obligations under the Agreement.

  1. Promotional Materials.

If you provide compliments, feedback or testimonials (collectively, “Testimonials”) to Team Cura, you hereby agree that Team Cura, and its designees, are free to use, disclose, reproduce, license, sublicense and otherwise distribute and exploit the Testimonials as Team Cura lawfully sees fit without any obligation or restriction of any kind (including any restrictions on account of intellectual property rights or otherwise), and that no royalties or other payments will be required or expected as a result of such Testimonial including without limitation the right to publish and distribute your Testimonials in association with the Resources, including on the Team Cura Website and in promotional materials.  You understand that Team Cura may request to use your name, organization and/or logo on Team Cura promotional materials.  Team Cura will use your name, organization and/or logo only with your prior permission.  Upon request, you can authorize or deny use of your name, organization and/or logo. You may not use Team Cura’s name or Team Cura Trademarks in promotional or marketing materials without Team Cura’s express prior written consent (provided that you acknowledge that in addition to any other requirements imposed by Team Cura, any such consent is contingent upon your strict compliance with Team Cura’s trademark guidelines). Without limiting the foregoing, you will not describe yourself as being in any way endorsed or approved by Team Cura.

  1. No Warranty; Disclaimer.

The training and recommendations contained in the Resources are based on general life skills fundamentals, best practices and principles developed by Team Cura, and do not provide guaranteed outcomes.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEAM CURA PROVIDES THE RESOURCES AND ITS CONTENT ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.   TEAM CURA AND ITS SUPPLIERS, CONTRACTORS AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, THAT THE RESOURCES ARE SUITABLE FOR ANY PARTICULAR PURPOSE; THE RESOURCES MEET ANY PARTICULAR REQUIREMETNS; USE OF THE TEAM CURA WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.  TEAM CURA HEREBY EXPRESSLY DISCLAIMS, WITHOUT LIMITATION, ALL WARRANTIES WHATSOEVER, EXPRESS AND IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS AND USEFULNESS OF THE RESOURCES AND IT’S CONTENT AVAILABLE THROUGH THE MEMBER RESOURCE CENTER.

  1. Indemnification.

With the exception of any claim alleging infringement of any patent, trademark, copyright or other proprietary right by the Resources or any of its content, to the fullest extent permitted by law, you, and your agents, hereby agree to save, indemnify, and hold harmless the Team Cura, its officers, directors, employees, agents, licensors, and suppliers, against all damages claims, losses, liabilities, costs, judgments, demands (including reasonable attorneys’ fees) arising out of, resulting from (i) the breach of any of the terms, conditions or obligations imposed upon you by this Agreement, (ii) your performance and outcomes after using the Skills Beyond Drills℠ training program, (iii) any act, action, omission, obligation, or undertaking by you with respect to the use of the Resources; and you shall defend Team Cura against any and all claims or suits which may be brought or threatened against it in connection therewith and will make good to, and reimburse Team Cura for any expenditures which Team Cura may make by reason of such occurrences (including, but not limited to, court costs and reasonable attorney’s fees incurred in defending or investigating such claims or actions).

  1. Copyright Infringement Claims.

Team Cura respects the intellectual property rights of others and asks that everyone using the Resources do the same. If you believe that any of your work has been reproduced on the Resources in a way that constitutes copyright infringement, you may notify Team Cura’s copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

(a) Identification of the copyrighted work that you claim has been infringed;

(b) Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Resources so that the copyright agent can locate it;

(c) Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and

(d) A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by you, your agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Notices of copyright infringement claims should be sent as follows:

By mail:
Client Resources,
Team Cura
6240 W. 135th Street, Suite 236

Overland Park, KS 66223

  1. Unlawful Activity and Violations of Agreement.

Team Cura reserves the right to investigate complaints or reported violations of the Agreement and to take any action Team Cura deems appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information. Team Cura reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including but not limited to the right to block access from a particular internet address to the Resources and any other Team Cura Web sites.

  1. Enforcement

The enforcement and interpretation of the Agreement shall be governed by the laws of the State of Kansas.  If any provision in the Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of the Agreement in full force and effect.  If litigation results from or arises out the Agreement or the performance of it, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.  The parties hereto consent to the jurisdiction and venue of an appropriate court whose jurisdiction includes Johnson County, Kansas.

  1. Limitation of Liability

NOTWITHSTANDING ANYTHING CONTAINED IN THE AGREEMENT TO THE CONTRARY, NEITHER TEAM CURA, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, AGENTS, OR SUPPLIERS, SHALL BE LIABLE TO YOU OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, BUT NOT INCLUDING GROSS NEGLIGENCE OR WILFULL MISCONDUCT) OR UNDER ANY OTHER LEGAL THEORY FOR (i) ANY DAMAGES WHATSOEVER RELATING TO ANY MATERIAL OR INFORMATION DELIVERED TO THE TEAM CURA WEBSITE OR THE RESOURCES BY YOU, (ii) UNAUTHORIZED ACCESS TO OR ALTERATIONS, THEFT OR DESTRUCTION OF THE TEAM CURA WEBSITE, THE RESOURCES OR ANY CONTENT BY YOU THROUGH ACCIDENT OR FRAUDULENT MEANS OR DEVISES; (iii) ANY DAMAGES ARISING OUT OF YOUR USE OR THE INABILITY TO USE THE TEAM CURA WEBSITE; (iv) ANY LOSS OF USE, REVENUE OR PROFITS; (v) COST OF CAPITAL; (vi) COST OF SUBSTITUTE USE OR PERFORMANCE; (vii) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE) EVEN IF TEAM CURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (vii) CLAIMS BY YOU FOR DAMAGES TO YOUR CLIENTS OR CUSTOMERS.

YOUR REMEDIES UNDER THIS AGREEMENT ARE EXCLUSIVE AND THE SUM TOTAL LIABILITY OF TEAM CURA TO YOU WITH RESPECT TO ANYTHING IN CONNECTION WITH THIS AGREEMENT, SUCH AS PERFORMANCE OR BREACH THEREOF, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE, BUT NOT INCLUDING GROSS NEGLIGENCE OR WILFULL MISCONDUCT) UNDER ANY OTHER LEGAL THEORY OR UNDER ANY WARRANTY OR OTHERWISE SHALL NOT EXCEED IN ANY EVENT THE ANNUAL MEMBERSHIP FEE ACTUALLY PAID BY YOU IMMEDIATELY PRECEEDING THE DATE ON WHICH SUCH CLAIM ACCRUED.

Force Majeure

Neither party shall be liable for any delays in performance or delivery caused by the failure of the other party to promptly supply any information and approvals required of it hereunder or for causes beyond the control of such party, such as acts of God, war, acts of government, government priorities or allocations, fire, flood, strikes, sabotage, labor disputes, shortage of materials, single source suppliers, civil disorders, embargoes, riots, suppliers mandated by the other party, or delay in transportation.

Exhibit A
Acceptable Use Policy

This Acceptable Use Policy (this “Policy”) describes prohibited uses of the Resources and the Team Cura Website located at http://www.myTeam Cura.com or successor URL (the “Team Cura Site”). The examples described in this Policy are not exhaustive.  We may modify this Policy at any time by posting a revised version on the Team Cura Website. By using the Resources or accessing the Team Cura Website, you agree to the latest version of this Policy. If you violate the Policy or authorize or help others to do so, we may suspend or terminate your use of the Resources.

No Illegal, Harmful, or Offensive Use or Content

You may not use, or encourage, promote, facilitate or instruct others to use, the Resources or Team Cura Website for any illegal, harmful or offensive use, or to post, transmit, store, display, distribute or otherwise make available content that is obscene, threating, malicious, illegal, harmful, or offensive or infringes or violates any applicable law or regulation or any proprietary, contract, moral or privacy right of any third party or otherwise exposes or potentially exposes Team Cura to any civil or criminal liability. Prohibited activities or content include, but are not limited, to the following:

Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or resources or disseminating, promoting or facilitating child pornography.

Harmful or Fraudulent Activities. Activities that may be harmful to others, the operations or reputation of Team Cura, including offering or disseminating fraudulent goods, resources, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices.

Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.

Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts.

Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.

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