By checking the box to the left of the text “Accept Terms and Conditions”, You are consenting to all of the terms and conditions, which you declare to fully understand and to which you agree and are legally bound as provided hereunder. This Agreement and any attachments, schedules and/or addenda (collectively, the "Agreement") is confidential and You shall not reproduce nor discuss its contents with any third party. Curtanna reserves the right, from time to time, to modify or amend the terms included herein.
This Agreement is entered into by and between You and Curtanna, both of which, intending to be legally bound, understand and agree as follows:
1. Definition of Terms.
1.1 “Accredited Instructor.” All references to “Accredited Instructor” refer to any and all individuals that has been certified as capable to teach the Program’s classes after meeting the requirements set forth by Curtanna, all based and in compliance with the terms of Curtanna’s Instructors Agreement.
1.2 “Authorized Users.” All references to “Authorized Users” refer to Institution’s employees, faculty and staff or independent contractors hired by Institution who require accessing and using the Web-Portal and/or the Software and/or the Platform and/or the Program in the performance of their duties and the Participants or their respective legal guardians who require accessing and using the Web-Portal for educational purposes only.
1.3 “Curtanna.” All references to “Curtanna” refer to Curtanna, Inc., the Florida Corporation that is the sole designer, owner and thus rightful licensor of the Software, the Platform and the Program as well as certifier of Accredited Instructors.
1.4 "Customer Content.” All references to “Customer Content” refer to Trainee Instructors’ and/or Accredited Instructors’ and/or Participants’, and/or Institution’s and/or Representative’s documentation and information supplied by each one of them to Curtanna or collected by the Web-Portal and/or the Software in connection with and/or pursuant to their participation in the Program, all based and in compliance with the terms of the respective Licensing Agreements and/or Instructors Agreements and/or Participants Agreements.
1.5 “Institution.” All references to “Institution” refer to any legal entity that is an educational institution or with comparable goals as an educational institution whose Representative enrolled it in the Web-Portal.
1.6 “Instructors Agreement.” All references to “Instructors Agreement” means that certain binding document which describes, in detail, the terms and conditions applicable to all Trainee Instructors and Accredited Instructors.
1.7 “Licensed Information.” All references to “Licensed Information” includes any and all Program-related or Program-relevant information, including but not limited to Customer Content, that include: instructions, parameters, videos, messages, pictures, training material, training methods, exercises, activities, class structure, session structure, evaluation criteria, their related functions and tasks, both individually or combined in any way, developed and/or integrated and/or created and/or copyrighted by Curtanna or by a third party subject of being licensed out or sublicensed out by Curtanna and that is accessible either via the Web-Portal or via the Software.
1.8 “Participant.” All references to “Participant” and/or “Participants” refer to any natural person, of legal age or not, whom is the end beneficiary of the Sessions to which he/she was accepted by the respective Institution and is thus an Authorized User within the scopes of the Session he/she participated, all based on and in compliance with the terms of the respective Licensing Agreements and/or Participants Agreement.
1.9 “Participants Agreement.” All references to “Participants Agreement” refer to that certain binding document in which a Participant agrees to the terms and conditions to participate in the Program.
1.10 “Platform.” All references to “Platform” refer to any or all combinations of information, parts, codes, components, functions or tasks included in the Licensed Information, the Web-Portal and the Software, either originally copyrighted by Curtanna or by a third party, both individually or combined in any way, subject of being licensed or sublicensed out by Curtanna to Institution, all based on and in compliance with the terms of the Licensing Agreement and/or Instructors Agreement and/or Participants Agreement.
1.11 “Program.” All references to “Program” refer to any or all combinations of information, parts, codes, components, functions or tasks included in the Platform, in Curtanna’s training methods and in Curtanna’s business model, both individually or combined in any way developed, integrated, created and/or copyrighted by Curtanna or by a third party, commercially named “Curtanna Skills for Life” and subject of being licensed out or sublicensed out by Curtanna to Institution, all based on and in compliance with the terms of the Licensing Agreement and/or Licensing Agreement and/or Instructors Agreement and/or Participants Agreement.
1.12 “Pupil.” All references to “Pupil” and/or “Pupils” refer to a person that requires guardian intervention and consent to participate in the Program.
1.13 “Purchase Order.” All references to “Purchase Order” refer to the document issued by You, using the Web-Portal, where, among other things, type, quantity and prices of each piece of equipment you intend to purchase from Curtanna are detailed.
1.14 “Session License.” All references to “Session License” or “Session Licenses” refer to a non-transferrable and non-exclusive limited license validly and legally issued by Curtanna in favor of Institution to access and use the Software and the Licensed Information accessible through such use, all based on and in compliance with the terms of the respective Licensing Agreement.
1.15 “Software.” All references to “Software” refer to Curtanna’s proprietary codes and methods of its custom-developed e-learning, in-class assistance and data collector software for tablet computers, integrated and/or created and/or copyrighted by Curtanna or by a third party and subject of being licensed out by Curtanna to Institution.
1.16 “Trainee Instructor.” All references to “Trainee Instructor” refer to any and all individuals that apply to attend Curtanna’s training workshop and/or attend such training workshop, all in accordance with Curtanna’s Instructors Agreement.
1.17 “You,” and “Your.” All references to “You” and/or “Your” refer to the person whom, under the penalty of perjury, declares to be the legal-aged adult identified by the respective Customer Content entered through the Platform’s Guardian Registration web-page, and whom further declares to have full legal authority to provide consent on his/her behalf and/or of the Pupils he/she enrolls in the Platform as potential Participants.
1.18 “Web-Portal.” All references to “Web-Portal” refer to Curtanna’s proprietary codes and methods of its custom-developed Web-Portal accessible at www.curtanna.com, integrated and/or created and/or copyrighted by Curtanna or by a third party, composed of some public-access pages and forms as well as of restricted-access “Guardian/Participant” and “Institution” sections which are subject of being licensed out by Curtanna to Institution.
2. Warranty and Legal Authority. You are representing and warranting that you have full legal authority to provide consent on behalf of yourself or of the Pupil’s. You declare to have read this agreement, to fully understand its terms, and understand that You give up substantial rights by agreeing to it. You are giving your agreement to this document freely and without any inducement or assurance of any nature and intend it to be a complete and unconditional release of all liability to the greatest extent allowed by law and agree that if any portion or this agreement is held to be invalid the balance, notwithstanding, shall continue in full force and effect.
3. Voluntary Enrollment. You have voluntarily decided that the Participants you enroll in the Platform may participate in the Program. By enrolling into the Program, You and Pupil(s) will be governed and shall abide by the terms and conditions hereto, as well as by any other rules and regulations which may be, from time to time, published by Curtanna on its website www.curtanna.com.
4. Nature and Participation. You and Pupil(s) understand the nature of the lessons and degree of activity that comprise the Program and You agree that Participant(s) may participate in the Program.
5. Intellectual Property. You and all the Pupil(s) you are a guardian of acknowledge and agree that the Platform consists of a combination of technology and trade-secrets which are proprietary to Curtanna and vigorously protected and defended by Curtanna. Neither You nor any of the Pupil(s) you are a guardian of may modify any part or component of the Platform nor merge any part of it with another software. Neither You nor any of the Pupil(s) you are a guardian of may neither attempt or allow others to attempt to determine the Software’s source codes, nor copy, modify, adapt, reprogram, translate, disassemble, decompile, nor otherwise reverse engineer any part of the Platform (except to the extent applicable laws specifically prohibit such restriction). Neither You nor any of Pupil(s) you are a guardian of may create and/or help others create competitor products, or create derivative works based on the Software, or the Platform, or the Program, or the written materials provided with or derived from the Program. Neither You nor any of Pupil(s) you are a guardian of may, expressly as provided herein, allow use, disclose, sublicense, lease, rent, or transfer the codes, contents or functionalities of the Software, of the Platform or of the Program, in whole or in part, to any third party, or provide the benefit of its use to any third parties in any manner. Neither You nor any of Pupil(s) you are a guardian of shall delete any proprietary designations, legal notices or other identifiers belonging to third parties from any information obtained or sent using the Platform. The Platform’s component parts may not be separated for use on more than one computer. Neither You nor any of Pupil(s) you are a guardian of shall sell, assign, disclose, furnish, or redistribute any information received from or gathered as a result of the Platform’s use, without Curtanna’s prior written consent, which may be unreasonably withheld.
6. Collection of Data. You acknowledge and agree that Participant’s individual performance data will be collected, gathered, transmitted, stored, processed and/or used for multiple purposes, such as, but not limited to, compare performances and relative progress, with respect to that of peers. Such data collection, gathering, transmission, storing, processing and/or use shall be to the maximum extent allowed under law. Individual performance data may also be collected, gathered, transmitted, stored, processed and/or used to assess and determine Participant’s outstanding special talents and/or needs. Consequently, the acceptance of the terms herein, shall be deemed as an irrevocable authorization to collect, transmit, gather, store, process and use Participant’s individual performance data to the maximum extent allowed under law.
7. Direct Contact & Soliciting. You hereby authorize Curtanna and the respective Institution to contact You from time to time with information about the Participant’s progress under the Program, as well as with new schedules, venues, times, products and other Curtanna news and offerings.
8. Release, Indemnify and Hold Harmless. You release, discharge, covenant not to sue, and agree to indemnify and hold harmless Curtanna, its owners, directors, officers, employees, agents, managers, and representatives from any and all claims, injuries, losses, costs, or causes of action that may arise in connection with participation the Program, except for those that result from gross negligence or wanton and willful misconduct by Curtanna. You also agree that, if despite this release, and waiver of liability, assumption of risk, and indemnity agreement, Participant or anyone on Participant’s behalf, makes claims against Curtanna, You will indemnify, save, and hold Curtanna harmless from any litigation expenses, attorney fees, loss, liability, damage, or cost which any may incur as a result of such claim, to the fullest extent permitted by law.
9. Limitation of Liability. Notwithstanding anything to the contrary stated herein, to the extent allowed by law, Curtanna’s liability to any person with respect to the Program and/or the products associated with the Program, whether based in contract, tort (including breach of warranty, negligence, strict liability or other tort theory) or otherwise, shall in no event exceed the total fees paid or payable to Curtanna under this Agreement. Curtanna shall in no event be liable to any person for any incidental, special, punitive or consequential damages, including lost profits, loss of business opportunities, lost data, cost of procurement of substitute goods, or any indirect damages however caused and whether based in contract, tort (including breach of warranty, negligence, strict liability or other tort theory) or otherwise. The foregoing limitations shall apply even if Curtanna has been informed of the possibility thereof and notwithstanding the failure of essential purpose of any limited remedy stated herein.
10. Third-Party Provider of Program. You acknowledge and agree that it is an Institution, through a License granted by Curtanna and an Accredited Instructor of its hiring, that will be providing the Program on-site to Participants. You and Pupil acknowledge and agree, therefore, that Curtanna shall not have direct contact with Participants during the Program’s classes, but rather all contact, other than the input of Your and Pupil’s enrollment/registration information on the Platform, shall be with the respective Institution and/or the Accredited Instructor. You acknowledge and agree that Curtanna does not exercise any control over such third-parties and therefore You and/or Pupil shall have no rights against Curtanna for any of the Institution’s or the Accredited Instructor’s actions or omissions.
11. Assumption of Risk. By enrolling into Platform to participate in the Program, You and/or Pupil are knowingly and willingly assuming any and all risks associated with participating in the Program, irrespective of whether they are known or foreseeable to Curtanna. Curtanna is unable to enumerate every potential risk, and therefore Curtanna believes that You are in the best position to decide whether or not You and/or Pupil may participate. Curtanna does not guarantee that there will be no injuries or damages as a result of Participant’s participation in the program.
12. Results not Guaranteed. While Curtanna is convinced of the Program’s positive impact on the Participant’s behavioral and physical development, Curtanna cannot and does not warrant nor guarantees any specific results. You and/or Pupil acknowledge that progress shall be directly dependent on Participant’s abilities and willingness to work accordingly.
13. Disclaimer of Warranties. Curtanna makes no warranties or conditions, whether express, implied, or by statute, to Institution, Instructor, You, Pupil or any third party, in any communication with Institution, Instructor, You, Pupil or any third party, or otherwise, regarding the Platform, the Program or the Program’s quality, and Curtanna specifically disclaims any implied warranties or conditions of fitness for a particular purpose, merchantability, usage of trade, course of performance, and noninfringement. Curtanna does not warrant that operation of the Platform will be uninterrupted or error-free. Any other representations or warranties made by any person or entity, including employees or representatives of Curtanna that are inconsistent herewith shall be disregarded and shall not be binding upon Curtanna or its third party suppliers.
14. Purchase of Equipment. By clicking on the “Place Order” button at the end of the purchase process at the Guardian/Store section of Curtanna’s Web-Portal, to which You have special access, You are delivering to Curtanna an irrevocable Purchase Order, offering to purchase from Curtanna the equipment that You selected, each in the quantity that You indicate and each for the price posted, subject exclusively to all the terms and conditions set forth herein. Curtanna, in its sole discretion, shall have thirty-days (30) to accept or decline your offer to purchase and will do so by sending You via email an invoice setting forth the details of the purchase. The quality and prices of the goods, as well as the various sales packages or combinations thereof, are displayed on the curtanna.com website and are subject to change, from time to time, at Curtanna’s sole discretion.
14.1 Payment. Payment for the equipment is due within 15 days after the invoice have been delivered to You and Curtanna has received, by any written means, confirmation of such receipt.
14.2 Delivery, Title, Risk of Loss, and Acceptance. Curtanna shall deliver the equipment FOB no more than 20 days after receiving payment of the respective Invoice. Title to and risk of loss of the equipment will pass to You upon such delivery by Curtanna. Any stated delivery dates are approximate. Curtanna will not be liable for any losses, damages, penalties, or expenses for failure to meet any delivery date. The equipment shall be packaged appropriately and all cartons shall be clearly identified with the respective Purchase Order number. Delivery of the equipment in an undamaged condition to your delivery address as listed on the Purchase Order shall constitute "Delivery" to You. A packing list indicating each item and item quantity shipped shall accompany every shipment. The packing list shall be attached to the exterior of one of the containers in each shipment in a conspicuous manner. The Purchase Order number must also appear on all packing list, invoices and correspondence. All items "not found" shall be noted and the anticipated availability of the items shall be indicated clearly on the packing list. No substitutions shall be made without prior authorization by You. Upon your acceptance of the equipment, which acceptance shall be identified by Curtanna as taking possession of the equipment, such acceptance shall acknowledge that the equipment is in good order and condition, that You are satisfied with the same, and that Curtanna has made no representation or warranty, expressed or implied, with respect to such item of equipment. All equipment is sold in an “as is” condition. In the event that you do not accept the equipment, because it has been delivered with substantial material defects, Curtanna shall refund all prior payments within fifteen (15) days of receipt of notification from You that You do not accept the equipment.
14.3 Taxes. All taxes, license fees and other expenses associated with the equipment and its shipment shall be paid by You.
14.4 Maintenance and Repair. All maintenance and repair costs to the equipment shall be paid by You, and Curtanna is hereby relieved from any responsibility to maintain or repair said equipment, all said equipment being sold in an “as is” condition.
14.5 Indemnification. You shall indemnify and hold Curtanna, its trustees, officers, employees, and agents harmless from any loss, lawsuit, liability, damage, cost and expense (including reasonable attorneys' fees) which may arise out of or result from (i) claims by third persons against You that the equipment has caused damage to property or bodily injury (including death); or (ii) the acts or omissions of Curtanna, its agents or employees in connection with this Agreement; or (iii) any defects in any equipment supplied by Curtanna; or (iv) any breach or default in the performance of the obligations of Curtanna hereunder including any breach of warranty. Company's indemnification obligations hereunder shall not apply to the extent that any claim is caused by Your negligence or misconduct of that of Your dependents.
14.6 Training. In the case of Institutions purchasing equipment, prior to acceptance of the equipment or at such other time as the parties may mutually agree, Curtanna shall provide training in operation of such equipment for Accredited Instructors designated by You. Such training is available through www.curtanna.com.
14.7 Equipment Warranty. The equipment is being sold “as is” and Curtanna disclaims all warranties of quality, whether express or implied, including the warranties of merchantability and fitness for a particular purpose. You acknowledge that You have not been induced by any statements or representations of any person with respect to the quality or condition of the equipment and that no such statements or representations have been made. You acknowledge that You rely solely on the investigations, examinations, and inspections that You choose to make and the Curtanna has afforded You the opportunity for full and complete investigations, examinations, and inspections.
14.8 Default. Default by You in payment (except in the case of a bona fide dispute) or performance of any material duty or obligation under this Agreement, shall, at the sole option of Curtanna, if the default is not cured within thirty (30) days from and after your receipt of written notice from Curtanna of the default, constitute a default of this Agreement. In such an event, Curtanna, at its sole option, may employ any remedy then available to it, whether at law or in equity, including, but not limited, to the following: a) Withhold performance or further performance hereunder until all such defaults have been cured, provided, however, that Curtanna shall continue to perform hereunder in the event of a bona fide payment dispute, which has been communicated to Curtanna; or b) Pursue any other rights and remedies available to Curtanna under the laws of the State of Florida.
14.9 Force Majeure. Curtanna will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond Curtanna’s reasonable control.
14.10 Amendments. No amendment to this Agreement will be effective unless it is in writing and agreed upon by both parties.
PROTOTYPE TRADE-SHOW SALE
I, the Undersigned, have decided to purchase a Curtana prototype educational program set, inspired in the sport of Olympic Fencing, and in doing so, I have voluntarily, knowingly and willingly assumed any and all risks associated with the purchase and use of such product.
I have been personally instructed as to its use, reasonably foreseeable risks associated with the product and have been warned, amongst other things of the following:
By purchasing this product during this Trade-Show, I acknowledge and agree that I am releasing Curtana, Inc., its affiliates and/or subsidiaries, as well as their shareholders, members, directors, officers, employees, agents (collectively “Indemnified Party”), of any and all causes of action, whether known or unknown, with respect to any damage and/or harm caused by the product and will hold them harmless, including attorney’s fees, for any and all claims made against the Indemnified
Party, by any third party, as a result of any product defect, whether it known or reasonably anticipated by the Indemnified Party.