Last updated: 09 October 2024
Curve is provided to you (“Customer”) by Curve Limited or any of its affiliated entities (“Curve”). By using the Service (as defined below), you agree to these Terms and Conditions (“Terms”), which together with your subscription plan (“Order”), form the legal agreement between us (the “Agreement”) regarding your use of or access to the Service. If you are using Curve for an organisation, you are agreeing to the Order and these Terms on behalf of that organisation. These Terms are effective as of the date you first access the Service (“Effective Date”).
Neither Curve nor its consultants (“Curve Consultants”) is a law firm and neither provides legal advice. There is no attorney-client privilege between Curve or its Curve Consultants and Customer. If Customer is not a duly licensed and qualified lawyer or does not operate under the direction, control, or supervision of a duly licensed and qualified lawyer, Customer acknowledges that in its use of the Service, it (or its users) will not solely rely on the output of the Service and will always ensure that any output is reviewed and vetted by a duly licensed and qualified lawyer.
1. Curve Services.
1.1. Access. Commencing on the Effective Date, Curve shall make available to Customer access to the Curve software identified in the Order as a hosted service for use by Customer within the use limitations set forth in the Order (“Service”) under the terms of this Agreement.
1.2. License to the Service. Subject to the terms and conditions of this Agreement, Curve hereby grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access and use the Service for internal business use only and up to the limits set forth in the applicable Order.
1.3. Restrictions. Customer shall not, directly, indirectly or through its, employees and/or the services of independent contractors: (a) decompile, disassemble, decode or reverse engineer the any of the software components of the Service; (b) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise provide third parties the benefit of the Service; (c) “frame,” “mirror,” copy or otherwise enable third parties to use the Service (or any component thereof) as a service bureau or other outsourced service; (d) allow access to the Service by multiple individuals impersonating a single end user; (e) use the Service in a manner that interferes with, degrades, or disrupts the integrity or performance of any Curve technologies, services, systems or other offerings, including data transmission, storage and backup; (f) access or use the Service for the purpose of developing a product or service that competes with the Service; (g) circumvent or disable any security features or functionality associated with Service; (h) access the Service or associated data through web scraping or any undocumented process or API; or (i) use the Service in any manner prohibited by law. All rights not expressly granted to Customer are reserved by Curve, its suppliers, and licensors.
1.4. No Legal Advice. Customer acknowledges and agrees that: (a) Curve is not a law firm and does not practice law in any jurisdiction; (b) neither Curve nor any of its officers, employees, agents, affiliates, or Curve Consultants conveys or intends to convey legal advice or otherwise engage or intends to engage in the unauthorised practice of law; (c) the Service is not a substitute for obtaining legal advice from a qualified lawyer; (d) Customer should not act upon any Service without first seeking qualified professional counsel; (e) there is no attorney-client privilege between Curve or its Curve Consultants and Customer; and (f) Curve is provided on an “as-is” basis without warranty of any kind, express or implied, by Curve or its Curve Consultants. To the fullest extent permitted by law, at no time subsequent to the Effective Date will Customer pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which Customer may now have, have ever had, or may in the future have against Curve Consultants, to the extent such charge, claim, or action is based in whole or in part on any matter addressed in the previous sentence. Furthermore, Customer acknowledges that: (i) Curve is in the business of providing a variety of legal-adjacent services for a wide variety of clients, including corporations and law firms; and (ii) in the course of performing services for Customer and its other clients, Curve may have access to or be involved in review of contracts involving Customer, and may obtain information concerning Customer from third parties. Curve will not use or disclose any of Customer’s Confidential Information in representing such other clients (and vice versa) and, when needed, Curve will establish an ethical wall to assure that Confidential Information is not exchanged between those Curve personnel working on behalf of Customer and those Curve personnel working for such other clients. Nothing in this Agreement or any other agreement between the parties shall be construed as limiting in any way Curve’s ability to review Customer’s contracts on behalf of other clients or to publish information about Customer’s contracts to the extent that such Customer contracts are posted online or otherwise generally available to the public.
2. Customer Obligations.
2.1. Fees and Payment Terms. In consideration of the rights granted herein, Customer shall pay Curve the amounts specified in the Order (“Fees”). Fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs, or other amounts attributable to Customer’s execution of this Agreement or use of the Service (collectively, “Sales Taxes”). Customer shall be solely responsible for the payment of any Sales Taxes. If Curve is required to pay Sales Taxes on Customer’s behalf, Customer shall promptly reimburse Curve for all amounts paid. All amounts shall be paid to Curve within thirty (30) days of receipt of an undisputed invoice unless otherwise specified in an Order. An invoice shall be deemed undisputed if, within such thirty (30) day period, Customer fails to notify Curve in writing of any disputed amounts. Curve further reserves (among other rights and remedies) the right to suspend access to the Service. Amounts payable to Curve shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation, which reactivation is at the sole discretion of Curve. All prices and other payment terms are confidential information of Curve and Customer agrees not to disclose such information to any third party throughout the Term and for three (3) years thereafter. Except as otherwise specified in this Agreement, fees are based on services purchased and not actual usage, payment obligations are non-cancellable, fees paid are non-refundable, and the scope of the subscription cannot be decreased during the relevant subscription term. If Curve is required to seek legal remedies to enforce collection of any amounts due under this Agreement, Customer agrees to reimburse for all additional costs associated with collection of that past due amount, including reimbursement of collection and attorney’s fees.
2.2. Compliance with Laws. The Curve software and Service are of Hong Kong origin. Customer shall adhere to all applicable local, national, and international laws and treaties in all jurisdictions in which Customer uses the Service, including all end-user, end-use, and destination restrictions issued by the Hong Kong government and other relevant authorities. Customer will not upload any data or information to the Service for which Customer does not have full and unrestricted rights. Notwithstanding anything to the contrary in this Agreement or any other agreement between the parties, Customer will not upload any data or information that is subject to government regulation, including, without limitation, personal data regulated under the Personal Data (Privacy) Ordinance (Cap. 486) or sensitive financial information regulated under applicable financial regulations.
2.3. Publicity. Unless otherwise set forth in an Order, Customer will allow the name and logo of Customer to be posted on Curve’s website and in marketing and advertising materials.
3. Ownership and Protection of Data.
3.1. Customer Content. As between the parties, all documents and data uploaded by Customer or its users to the Service are owned by Customer (“Customer Content”).
3.2. Data Privacy and Security. Curve will maintain reasonable administrative, technical, and physical safeguards to protect any (a) Customer Content and (b) any personally identifiable information processed, stored, collected, or transmitted by Curve (“PII”). Curve will, on an ongoing basis, ensure that its information security program and safeguards and its privacy practices are designed, maintained, updated, and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer Content and any PII.
3.3. License to Customer Content. Customer hereby grants to Curve a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer, and display the Customer Content solely to provide the Service to Customer. For clarity, Curve will not train AI models on any Customer Content.
3.4. Return of Data. If requested by Customer within thirty (30) days of the expiration or termination of this Agreement, Curve shall make available to Customer all Customer Content stored within the Service at the time of expiration or termination. Thirty (30) days after termination, Curve shall have no further obligation to Customer and may, at its option, permanently delete or destroy the Service and all information and materials contained therein.
3.5. Usage Data. Curve may collect, retain, and use for any purpose anonymous or aggregate statistical data, trends, and usage information generated from Customer’s use of the Service (“Usage Data”). For the avoidance of doubt, Usage Data will never identify Customer or its users nor will it include any Customer Content or PII.
3.6. AI Output. As between Curve and Customer, any AI-generated output resulting from Customer's use of Curve (e.g., the AI reasoning or answers to questions about Customer contracts) is owned by the Customer.
4. Confidential Information.
4.1. Definition. “Confidential Information” means sensitive, confidential, and proprietary information of a party, which (a) a reasonable person under the circumstances would deem to be confidential in nature; and (b) if improperly used or disclosed by the receiving party, could cause serious irreparable harm to the disclosing party or the third party to whom such information belongs.
4.2. Confidentiality Obligations. Each party agrees to maintain all Confidential Information as confidential, to use commercially reasonable efforts to protect such Confidential Information, and not to, directly or indirectly, disclose or reveal it to any third party, or use it for any purpose, except as contemplated in this Agreement or as required by a court or governmental authority that has jurisdiction, after first notifying the disclosing party of the disclosure requirement. The following information will not be considered Confidential Information: (a) information that is available to the public at the time of disclosure or later becomes generally available to the public through no fault of the receiving party; (b) information that is known by the receiving party prior to the disclosure; and (c) information that becomes known to the receiving party through a third party.
4.3. Publicly Available Agreements. For the avoidance of doubt, terms and conditions, privacy policies, contracts, or similar agreements and policies that are sent to Curve which are or become publicly available will not be considered Confidential Information. Terms and conditions, privacy policies, contracts, or similar agreements and policies sent to Curve that are not publicly available or that otherwise qualify as Confidential Information shall be treated as Confidential Information.
5. Term and Termination
5.1. Term. These Terms will commence upon the Effective Date and continue for so long as an Order between Curve and Customer is in effect. Except as may otherwise be expressly specified in the Order, Orders will automatically renew for additional successive periods of equal duration to the initial subscription period stated in the Order unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the subscription period.
5.2. Termination for Cause. Either party may terminate an Order or this Agreement, effective immediately upon written notice to the other party, if such party: (a) breaches any provision of the Agreement and does not cure such breach within thirty (30) days of written notice to such party; (b) breaches a provision of the Agreement for which cure is impossible; or (c) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Upon the termination of these Terms, all Orders made subject to it will automatically terminate.
5.3. Effect of Termination. Upon the effective date of termination or expiration of this Agreement: (a) all rights, licenses, and subscriptions granted to Customer under this Agreement will immediately terminate; (b) Customer will immediately cease all use of, and access to, the Service; (c) Customer will immediately either return to Curve or, in Curve’s discretion, destroy all Curve Confidential Information; and (d) Curve will delete any Customer Confidential Information or Customer Content stored by the Service or otherwise by Curve within thirty (30) days after the effective date of expiration or termination, or as required by applicable law. Notwithstanding the previous sentence, Curve may retain Customer Confidential Information or Customer Content for a longer period after the effective date of termination or expiration of this Agreement to comply with applicable law or as necessary to prosecute or defend any legal claim, in which case Curve may retain such information only for a reasonable time pending resolution of such obligation or issue.
5.4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 5.2, Curve will refund to Customer any prepaid Fees covering the remainder of the term of all Orders after the effective date of termination. If this Agreement is terminated by Curve in accordance with Section 5.2, Customer will pay any unpaid Fees covering the remainder of the subscription period of all Orders. In no event will termination relieve Customer of its obligation to pay any Fees payable to Curve for the period prior to the effective date of termination.
6. Indemnification
6.1. Customer. Customer shall indemnify and hold Curve, its suppliers, licensors, and Curve Consultants harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with a claim which, if true, would constitute a breach of Customer’s obligations under Sections 1.3 (Restrictions) or 2 (Customer Obligations) of this Agreement.
6.2. Curve. Curve shall indemnify and hold Customer harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of a third-party claim that the Service infringes or misappropriates any Hong Kong patents issued as of the Effective Date or any copyright or trade secret of any third party during the term of this Agreement. Curve shall have no indemnification obligation, and Customer shall indemnify Curve pursuant to this Agreement, for claims of infringement arising from the combination of Service with any unique aspects of Customer’s business, for instance Customer’s content, products, services, hardware or business processes, or for any use of the Service or any Curve software not expressly authorised herein.
6.3. Process. A party seeking indemnification hereunder shall promptly notify in writing the other party of any claim for which defence and indemnification is sought. Each party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that: (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defence that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other party. Each indemnifying party has the sole right to control the defence of any claim for which it is providing indemnification hereunder with counsel mutually acceptable to the parties. The indemnified party may, at its own expense, participate in the defence of any such claim.
7. Warranty
7.1. Mutual Warranties. Each party represents and warrants to the other that it is duly authorised to execute this Agreement and perform the obligations set forth herein.
7.2. Disclaimer. THE SERVICE AND ANY CURVE TRAINING, INSTRUCTION AND SUPPORT OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, “OFFERINGS”) ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR SATISFACTORY RESULTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CURVE, ITS SUPPLIERS AND ITS LICENSORS.
7.3. CUSTOMER ACKNOWLEDGES AND AGREES THAT OFFERINGS MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE USES MACHINE LEARNING MODELS AND THAT THESE EXHIBIT VARYING DEGREES OF ACCURACY IN PRODUCING RESULTS. CURVE IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND CURVE’ REASONABLE CONTROL, WITHOUT REGARD TO WHETHER SUCH EVENTS ARE REASONABLY FORESEEABLE BY CURVE.
8. Total Liability
8.1. Limitation. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS OR VIOLATIONS BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S EXCLUSIVE REMEDY AND THE OTHER PARTY’S (INCLUDING ITS SUPPLIERS’ LICENSORS’, AND CURVE CONSULTANTS, AS APPLICABLE) TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED, UP TO THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.
8.2. Exclusion of Certain Damages and Limitations of Types of Liability. IN NO EVENT WILL EITHER PARTY (INCLUDING ITS SUPPLIERS’, LICENSORS’, AND CURVE CONSULTANTS, AS APPLICABLE) BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY (OR ITS SUPPLIERS’, LICENSORS’, AND CURVE CONSULTANTS, AS APPLICABLE) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY.
8.3. Interpretation. The limitations in Sections 8.1 and 8.2 are independent of each other. The limitation of damages set forth in Section 8.1 shall survive any failure of essential purpose of the limited remedy in Section 8.2.
9. Notices and Requests. Either party may give notice to the other party by means of electronic mail to the primary contact designated on the Order or by written communication sent by first class mail or pre-paid post, either of which shall constitute written notice under this Agreement. All additional access licenses purchased by Customer during the Term shall be subject to the terms of this Agreement. For clarity, in no event shall any other term or provision of this Agreement be deemed modified, amended or altered as a result of such purchase and all other changes to this Agreement shall be governed by terms of Section 10, below.
10. Additional Terms. Curve shall not be bound by any subsequent terms, conditions or other obligations included in any Customer purchase order, receipt, acceptance, confirmation or other correspondence from Customer unless expressly assented to in writing by Curve and counter-signed by its authorised agent. The parties may supplement the terms of this Agreement at any time by signing a written addendum, which shall be deemed incorporated by this reference upon execution. The terms of any addendum shall control any conflicting terms in this Agreement. Unless expressly stated otherwise in an applicable addendum, all addenda shall terminate upon the expiration or termination of this Agreement.
11. General.
11.1. Governing Law and Jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or the Service or the Agreement’s formation shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or the Service or the Agreement’s formation. In the event of a dispute between the parties arising out of or in connection with this Agreement, the parties agree to first seek to resolve the dispute through good faith negotiations between senior management representatives of each party.
11.2. Disputes. Except in the case of a true emergency for which a party seeks a temporary restraining order or injunction, the parties agree to escalate any conflicts, disputes, or controversies (collectively “Disputes”) arising out of or relating to the Agreement to their respective business managers before filing any legal action. The business managers will meet and work in good faith to resolve the Dispute within ten (10) days of receiving written notice of the dispute. If the business managers are unable to resolve the Dispute, then either party may propose structured negotiations with senior company leadership. All negotiations connected with the Dispute will be conducted in confidence and without prejudice to the rights of the party.
11.3. Assignment. Neither party shall assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided, a party may assign this Agreement to any third party who replaces the original party as owner of substantially all of its capital stock or assets (whether by sale, merger, corporate reorganisation, or otherwise), without the consent of the other party. The Agreement shall be binding upon and be for the benefit of the parties to the Agreement and their respective successors and permitted assigns, if any.
11.4. Relationship. No joint venture, partnership, employment, agency, or exclusive relationship exists between the parties as a result of this Agreement or use of the Service.
11.5. Force Majeure. Neither party will be liable for any failure to perform, caused by circumstances beyond its reasonable control, including, without limitation, acts of God, acts of war, pandemic, or government action, provided it promptly notifies the other party and uses reasonable efforts to correct its failure to perform.
11.6. No Waiver. The failure of Curve to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.
11.7. Survival. All disclaimers, limitations, payment obligations and restrictions of warranty shall survive termination of this Agreement, as well as the provisions of this “General” section shall survive termination of this Agreement.
11.8. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Service will immediately terminate, except for those provisions noted above which will continue in full force and effect.
11.9. Entire Agreement. This Agreement comprises the entire agreement between Customer and Curve and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. To the extent an Order conflicts with the Terms, the specific terms of the applicable Order will govern but only with respect to such Order.
