Kurin Materials Terms of Use

Last Revised: 4.12.22

These Kurin Materials Terms of Use (“Agreement”) describe the terms and conditions under which you and, if applicable, your agents, employees, contractors and any entity you represent (collectively, “you”), may access and use the Kurin Materials that are made available to you by Kurin, Inc. (“Kurin”).

By using the Kurin Materials, you agree to be bound by the terms of this Agreement, including the Kurin Website Terms of Use available at https://www.kurin.com/privacy-policy/. You may use the Kurin Materials only in compliance with this Agreement and only if you have the power to form a contract with Kurin and are not barred under any applicable laws from doing so. If you are using the Kurin Materials on behalf of an entity, you are agreeing to this Agreement on behalf of that entity and represent and warrant that you have the authority to bind that entity to the terms of this Agreement. IF YOU CANNOT OR DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT YOU MAY NOT USE THE KURIN MATERIALS.

1. DEFINITIONS

1.1. “Application” means any software application, product, service, tool or website that you develop, own and/or operate which incorporates Kurin Materials.

1.2. “Commercial Use” means commercially performing, distributing and/or allowing access by a third party to Kurin Materials for direct or indirect pecuniary gain, including, without limitation, marketing, offering to sell, selling and/or otherwise reselling Kurin Materials.

1.3. “Confidential Information” means any of Kurin’s proprietary and/or confidential information that becomes known to you through disclosure, observation or otherwise, and that is either: (1) designated as confidential by Kurin, (2) by its nature would generally be deemed to be confidential or (3) not generally known or readily ascertainable to the public, including without limitation nonpublic information regarding the Kurin Materials, or Kurin’s products, data, ideas, inventions, features, software, techniques, technology, source and object code, trade secrets, and financial information.

1.4. “Kurin Materials” means the materials that Kurin provides for customers or others creating applications and/or integrating Kurin’s products into their products or services, including without limitation, Kurin’s educational videos.

1.5. “Kurin Marks” means any name, logo or mark belonging to Kurin and/or its subsidiaries and affiliates.

2. LICENSES AND RESTRICTIONS

2.1. Non-Commercial License Grant. Subject to the terms and conditions of this Agreement, Kurin hereby grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Kurin Materials during the term of this Agreement solely (i) to develop, test and support your Application, and (ii) to enable end users of your Application to access and use Kurin Materials through your Application. For the avoidance of doubt, you agree that you have no right to access or use Kurin Materials for any Commercial Use.

2.2. Kurin Marks License. Subject to the terms and conditions of this Agreement, Kurin grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to display the applicable Kurin Marks during the term of this Agreement to the extent necessary to display the Kurin Materials as permitted by this Agreement.

2.3. Limitations and Restrictions. You agree to and acknowledge the following limitations and restrictions:

Kurin Documentation. Your use of the Kurin Materials shall at all times comply with any technical or other documentation made available to you from time to time by Kurin, all of which is expressly incorporated into this Agreement by reference.
Illegal or Harmful Purposes. You shall not access and/or use the Kurin Materials for fraudulent or illegal purposes, or for any other purpose that may be harmful (in Kurin’s sole discretion) to Kurin, its products or any end user, or to otherwise communicate any message or material that is deemed harassing, threatening, indecent, obscene, infringing, slanderous or otherwise unlawful including, to communicate any message or material that comprises any unsolicited mass distribution of junk mail, advertising or spam.
Misrepresentation and Masking Identity. You shall not misrepresent, remove, hide or mask your identity when using the Kurin Materials.
Notices. You shall not remove any legal, copyright, trademark, confidentiality, or other proprietary rights notices contained in the Kurin Materials and/or the Kurin Marks.
Reverse Engineering. You may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in the Kurin Materials.
End User Data Collection and Privacy. You agree to maintain an end user agreement and privacy policy for your Application as required by applicable law and shall use industry-standard security practices to collect, process, transmit and maintain any end-user data. You agree to promptly notify Kurin in writing of any breaches of your policy or your systems that impact or may impact Kurin or its customers.
Security. You are responsible for properly configuring your networks, operating systems and Applications as required for you to securely access and use the Kurin Materials.
No Representations. Neither you nor your employees or representatives shall make any representations with respect to Kurin, the Kurin Materials or this Agreement, or display the Kurin Marks in a manner that could reasonably imply an endorsement, relationship, affiliation, or sponsorship between you and/or a third party and Kurin. You must not express or imply any affiliation or relationship with or endorsement by Kurin.
Suspension. In the event of any violation of this Section, Kurin reserves the right to limit, suspend or block your use of the Kurin Materials.

2.4. Proprietary Rights. Except for the limited use rights expressly granted in this Agreement, Kurin owns all right, title and interest in and to Kurin Materials and Kurin Marks.

2.5. Independent Development. You understand and acknowledge that Kurin may from time to time independently create applications, products or services that are similar to or competitive with your Applications, products or services, and nothing in this Agreement shall be construed as restricting or preventing Kurin from creating and fully exploiting such Kurin-created applications, products or services, without any obligation to you.

2.6. Feedback. You hereby grant Kurin and its subsidiaries and affiliates a royalty-free, global, transferrable, sublicensable, irrevocable, and perpetual license to use and create derivative works based on any feedback, comments, functionality, recommendations, or suggestions that you provide to Kurin relating to the Kurin Materials. You further agree that Kurin may freely use, modify, distribute, or commercialize such submissions without any payment or obligation to you.

3. NO RESALE OR COMMERCIAL USE

Unless you are separately and expressly authorized by Kurin in writing, you shall not use or access the Kurin Materials for Commercial Use. Please contact Kurin at cs@kurin.com for any questions related to Commercial Use.

4. TERM AND TERMINATION

4.1. Term. This Agreement will be effective during your use of the Kurin Materials.

4.2. Termination. Kurin may, in its sole discretion and at any time, suspend or terminate your rights under this Agreement to access or use the Kurin Materials or display the Kurin Marks, including by terminating access to the Kurin Materials with or without prior notice. You may terminate this Agreement for any reason or no reason, with or without notice to Kurin, by ceasing all access and use of the Kurin Materials. Any termination of this Agreement will also immediately terminate the licenses granted to you. Upon termination of this Agreement, you will immediately discontinue all access and use of the Kurin Materials, delete any cached or stored content received using the Kurin Materials, and otherwise cease to display the Kurin Marks.

5. CONFIDENTIALITY

Unless expressly authorized in writing by Kurin, you shall not disclose to any third party any Confidential Information, nor use such Confidential Information in any manner other than to perform your obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is publicly disclosed without a breach of confidentiality, (ii) is already lawfully in your possession and not subject to a confidentiality obligation, (iii) becomes known to you from a third party without a breach of confidentiality, or (iv) is Confidential Information that you are obligated to produce pursuant to an order of a court of competent jurisdiction, provided you supply Kurin with timely notice of such court order or subpoena as permitted by applicable law. Furthermore, you will keep strictly confidential all passwords, keys, and/or other access information related to the Kurin Materials.

6. WARRANTIES

You hereby represent and warrant to Kurin that you have all necessary authority to enter into and perform your obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party, and that you will use the Kurin Materials only in accordance with this Agreement and applicable law.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE KURIN MATERIALS ARE PROVIDED “AS IS” AND YOUR ACCESS TO AND/OR USE OF THE KURIN MATERIALS IS AT YOUR SOLE RISK. KURIN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KURIN MAKES NO WARRANTY THAT ANY OF THE KURIN MATERIALS WILL MEET YOUR REQUIREMENTS, PROVIDE ANY DESIRED RESULTS, BE UNINTERUPTED, ERROR FREE OR THAT ANY DEFECTS WILL BE CORRECTED. KURIN WILL NOT HAVE ANY OBLIGATION TO SUPPORT OR MAINTAIN THE KURIN MATERIALS.

7. LIMITATION ON LIABILITY

IN NO EVENT WILL KURIN BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT, NO MATTER THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER KURIN KNEW OR SHOULD HAVE KNOWN OF SUCH LIABILITY, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY. KURIN’S TOTAL CUMULATIVE LIABILITY HEREUNDER FOR ANY AND ALL CLAIMS IS LIMITED TO $50.00. ANY CLAIM ARISING OUT OF THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM OR SUCH CLAIM IS PERMANENTLY BARRED.

8. INDEMNIFICATION

You agree to indemnify and hold harmless Kurin, it subsidiaries and its affiliates, and their respective directors, officers, agents, employees, consultants, agents and partners, from and against any and all third party claims arising from your violation of this Agreement or in any way related to your use of the Kurin Materials or Kurin Marks, including any liability or expense arising from claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.

9. ADDITIONAL TERMS

You acknowledge that when you access or use Kurin Materials, Kurin may use various means (including, for example, embedded analytics tools) to collect information about you and your use of Kurin Materials. You also may be required to provide certain information about yourself as a condition to accessing or using Kurin Materials. All information we collect through or in connection with your access to Kurin Materials is subject to our Privacy Policy, available at [TBD]. By using and providing information to or through this VALET, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. This Agreement, together with any revised versions made available by Kurin, and any other documents incorporated herein by reference, constitutes the sole and entire agreement between you and Kurin with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings and agreements with respect to such subject matter. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement. This Agreement is governed by and construed in accordance with the laws of the State of California without regards to its conflict of law provisions. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without Kurin’s prior written consent, and any purported assignment in violation of this Agreement is null and void. Kurin may modify this Agreement at any time (with or without notice to you) by posting a revised version at kurin.com/kurin-materials-terms-of-use . By accessing or using the Kurin Materials, you agree to be bound to the most current version of this Agreement. If you object to the updated Agreement, as your sole and exclusive remedy, you may choose to stop using the Kurin Materials. Kurin may also, in its sole discretion and at any time (with or without notice to you), change, suspend or discontinue the Kurin Materials. Such changes may include, without limitation, removing or limiting access to specific Kurin Materials, requiring fees or setting and enforcing limits on your use of the Kurin Materials. Any section of this Agreement that should reasonably survive termination shall survive.