Terms & Conditions

These Terms & Conditions, together with any other terms and policies referenced herein and incorporated herein by reference, as amended from time to time ("Terms"), constitute a legally binding agreement as of the Effective Date (as defined below), governing your access, use, registration, and receipt of: (i) curvup.io and any related website owned or operated by CurvUp ("Sites"); (ii) CurvUp Services (as defined below) through the Sites, cloud, a mobile application, or through any other means; and/or (iii) CurvUp Additional Services (as defined below) and any ancillary services or products provided in connection with the Services.

These Terms are between CurvUp Limited ("CurvUp", "us", "we", or "our") and you, either individually or on behalf of your employer or any other entity which you represent ("you" or "your"). CurvUp may use its affiliates and third-party service providers to process and/or collect payment from you. If you represent your employer or any other entity, you represent that (i) you have full legal authority to bind your employer or such entity to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity, and these Terms shall bind your employer or such entity.

1. Our Services

1.1 Platform Overview

CurvUp is a cloud-based multi-sided SaaS platform that connects entrepreneurs, mentors, coaches, service providers, and investors. Our Services include the platform, products, applications, application programming interface ("API"), tools, CurvUp AI features, and any ancillary or supplementary products and services (including Upgrades, as defined below), offered online and via a mobile application ("Services").

1.2 Modification or Discontinuation of Services

We may add, modify, or discontinue any feature, functionality, or other tool within any Services and/or Sites at our own discretion and without further notice. However, if we make any material adverse change in the core functionality of the Services, we will notify you by posting an announcement on the Sites, via the Services and/or by sending you an email.

1.3 No Contingency on Future Releases

You acknowledge that your purchase of the Services is not contingent on the delivery of any future release of any functionality, feature, or service, including: (i) the continuance of certain Services beyond the current Subscription Term; (ii) the availability of Third Party Services; or (iii) any public comments we make regarding future functionality or features.

1.4 Eligibility

If you access and use the Sites and/or Services, you represent and warrant that you are at least sixteen (16) years old. The Sites and/or Services are only intended for individuals aged sixteen (16) years or older. We reserve the right to request proof of age at any stage to verify compliance with this requirement.

1.5 Technical Support and Uptime

To the extent you have purchased an eligible premium tier subscription, you will be entitled to priority support and an uptime commitment by CurvUp in accordance with our applicable Service Level Agreement, as may be updated from time to time.

1.6 Specific Services Terms

Some Services may be subject to additional terms specific to that Service, feature, or functionality, as identified in the relevant Service when enabling such features ("Specific Services Terms"). By accessing, enabling, using, and/or purchasing any such Service, you agree that such terms are binding and governing your use of that Service.

1.7 Additional Services

You may purchase and/or receive additional services as set forth in our Additional Services Terms, as may be updated from time to time.

2. Account Registration and Administration

2.1 Account Registration

To register for the Services for the first time, you shall create an account ("Account"). By creating an Account and registering to use the Services, you become, either individually or on behalf of your employer or any entity on behalf of whom you created the Account, a CurvUp customer ("Customer"). The first user of the Account is automatically assigned as an Account administrator ("Admin").

2.2 Registration Information

When creating an Account or a user profile ("User Profile"), you:

• Agree to provide accurate, complete, and current registration information about yourself;
• Acknowledge that it is your responsibility to keep your password confidential and secure;
• Agree that you are fully responsible for all activities that occur under your Account, User Profile, and password, including any integration or third-party use;
• Undertake to promptly notify us in writing if you become aware of any unauthorised access or use of your Account or breach of these Terms.

2.3 User Verification

We may require you to provide information to confirm your identity and help ensure the security of your Account and/or User Profile. If you or an Admin lose access to an Account or request information about an Account, we reserve the right to request verification or other information before restoring or providing access.

2.4 Account Admins

The Admin(s) of an Account are jointly and severally deemed as the authorised representatives of the Customer. Any decision or action made by any Admin is deemed a decision or action of the Customer. An Admin may assign additional Admins and has important privileges including:

• Control over your (and other Users') use of the Account;
• Purchase, upgrade, or downgrade Services;
• Create, monitor, or modify Users' actions and permissions;
• Manage access to, control, remove, share, or otherwise modify Customer Data (as defined below);
• Assign privileges to other Users;
• Enable or disable integrations with Third Party Services.

2.5 User Types

CurvUp supports several types of Account users across its multi-sided platform, including entrepreneurs, mentors, coaches, service providers, investors, guests, viewers, members, and other roles designated within the Services (collectively, together with Admin(s), "Users"). The features, functionalities, and privileges available to Users are determined by their respective user role, Services, and Subscription Plan. You are responsible for ensuring Users are assigned the appropriate user type.

2.6 Customer Responsible for Users

Customer is solely liable and responsible for understanding the settings, privileges, and controls of the Services and for controlling whom Customer permits to become a User. Customer is responsible for the activities of all of its Users, including any purchases or Subscription changes they may make and how Users use Customer Data, even if those Users are not from Customer's organisation. Any action taken by a User of Customer's Account is deemed by us as an authorised action by Customer.

2.7 Responsibility for Third Party Agents

If you authorise any third-party automated systems, AI agents, scripts, or other tools to access or use the Services under your Account ("Third Party Agents"), such use and actions are deemed authorised by you. You are responsible for ensuring appropriate user types are assigned to such agents, for their compliance with these Terms, and for ensuring each agent's use of the Services is subject to compliance with these Terms. Access to the Services by such Third Party Agents is provided at CurvUp's sole discretion and may be suspended, limited, or terminated at any time.

3. Your Customer Data

3.1 Customer Data

Customer Data is any data, file attachments, text, images, reports, personal data, or any other content that is uploaded or submitted, transmitted, or otherwise made available to or through the Services by you or any User and is processed by us on Customer's behalf ("Customer Data"). Customer retains all right, title, interest, and control in and to the Customer Data. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited licence to access, use, process, copy, distribute, perform, export, and display the Customer Data solely: (i) to maintain and provide the Services; (ii) to prevent or address technical, fraud, or security issues; (iii) to investigate violations of these Terms; (iv) to comply with valid legal processes; and (v) as expressly permitted in writing by you.

3.2 Responsibility for Customer Data Compliance

You represent and warrant that: (i) you have all rights, licences, consents, permissions, and authority necessary to grant the rights herein for any Customer Data you submit; (ii) the Customer Data complies with our Acceptable Use Policy; and (iii) the Customer Data does not infringe any intellectual property, privacy, data protection, or publicity rights of any third party, and does not violate any applicable laws or regulations. Other than our security and data protection obligations expressly set forth in Section 6, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for it and the consequences of using, disclosing, storing, or transmitting it.

3.3 No Sensitive Data

You shall not submit to the Services any data that is protected under special legislation and requires unique treatment, including: (i) categories of data enumerated in EU Regulation 2016/679 (GDPR) Article 9(1) or any similar legislation; (ii) any protected health information subject to HIPAA or similar legislation, unless separately agreed in writing; and (iii) credit, debit, or other payment card data subject to PCI DSS or any other payment card scheme.

4. Public User Submissions

4.1 Public User Submissions

The Sites may have features that allow you to submit comments, information, and other materials publicly ("Public User Submissions") and share such submissions with other Users or the public. By submitting Public User Submissions through the Sites, you grant us a licence to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that content for any business purpose, including promoting CurvUp and the Services in any media format, and you hereby waive any moral rights in your Public User Submissions.

4.2 Responsibility for Public User Submissions

You acknowledge and agree that: (i) you have all rights necessary to grant the rights herein for any Public User Submissions; (ii) we do not control, and are not responsible for, other content posted on our Sites and/or Services by others; (iii) by using the Services and/or Sites, you may be exposed to content by other users that is offensive, indecent, or otherwise unlawful; and (iv) any Public User Submissions are submitted in accordance with our Acceptable Use Policy.

5. Intellectual Property Rights; Licence

5.1 Our Intellectual Property

The Services and Sites, inclusive of all materials such as software, API, design, text, editorial materials, documentation, photographs, illustrations, audio clips, video clips, artwork, names, logos, trademarks, service marks, AI-generated or configured features, and any related or underlying know-how, technology, or intellectual property, and any modifications, enhancements, or derivative works of the foregoing (collectively, "CurvUp Materials"), are the property of CurvUp and its licensors. As between you and CurvUp, CurvUp retains all right, title, and interest, including all intellectual property rights, in and to the CurvUp Materials.

5.2 Customer Reference

Customer acknowledges and accepts that CurvUp has the right to use Customer's name and logo to identify Customer as a customer of CurvUp or as a User of the Services, on CurvUp's Sites, marketing materials, or otherwise by public announcements. Customer may revoke such right at any time by contacting customercare@curvup.io.

5.3 Your Access and Use Rights

Subject to the terms and conditions of these Terms and your compliance therewith, and in strict compliance with our Acceptable Use Policy, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Services and Sites during the applicable Subscription Term, solely for Customer's internal business purposes.

5.4 Use Restrictions

Except as expressly permitted in these Terms, you may not, and shall not allow a User or any third party to:

• Give, sell, rent, lease, sublicence, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Services or Sites to any third party;
• Circumvent, disable, or otherwise interfere with security-related features of the Sites or Services;
• Reverse engineer, decompile, or disassemble, or attempt to derive the source code of, the Services or Sites;
• Copy, modify, translate, patch, improve, alter, change, or create any derivative works of the Services or Sites;
• Take any action that imposes an unreasonable or disproportionately large load on the CurvUp infrastructure;
• Interfere or attempt to interfere with the integrity or proper working of the Services or Sites;
• Remove, deface, obscure, or alter CurvUp's or any third party's identification, attribution, or copyright notices;
• Use the Services or Sites for competitive purposes, including to develop or enhance a competing service or product;
• Encourage or assist any third party to do any of the foregoing.

5.5 Feedback

As a User of the Services and/or Sites, you may provide suggestions, comments, feature requests, or other feedback relating to CurvUp Materials, the Services, the API, and/or the Sites ("Feedback"). Such Feedback is deemed an integral part of CurvUp Materials and is the sole property of CurvUp without restrictions or limitations. You (i) represent and warrant that such Feedback is accurate and complete and does not infringe any third-party rights; (ii) irrevocably assign to CurvUp any right, title, and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present, or future moral rights or similar rights worldwide in or to such Feedback.

5.6 API Use

We may offer an API that provides additional ways to access and use the Services. Such API is considered a part of the Services and its use is subject to all these Terms. You may only access and use our API for Customer's internal business purposes, in order to create interoperability and integration between the Services and other products, services, or systems you and/or Customer use internally. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer's access to the API with or without notice.

6. Privacy and Security

6.1 Security

CurvUp implements reasonable security measures and procedures designed to assist in protecting your Customer Data. You can learn more about our security measures and procedures on our Security Page, as updated from time to time.

6.2 Privacy Policy

As part of accessing or using the Services and the Sites, we may collect, access, use, and share certain personal data from and/or about you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.

6.3 Data Processing Addendum

By using the Services, Customer also accepts our Data Processing Addendum ("DPA"), which governs the processing of personal data on Customer's behalf.

6.4 Anonymous Information

We may collect, use, and publish Anonymous Information relating to or generated by your use of the Services and/or Sites, and disclose it for the purpose of providing, operating, improving, and publicising our products and services. "Anonymous Information" means information which does not enable identification of an individual, such as de-identified, aggregated, and/or analytics information. CurvUp owns all Anonymous Information collected or obtained by CurvUp.

7. Third Party Services; Links

7.1 Third Party Services

As part of the Services, you may engage and procure certain third-party services, products, apps, and tools in connection with the Services, including third-party applications and widgets offered via our integrations or which you decide to connect through our API or the Services (collectively, "Third Party Services").

7.2 Independent Relationship

You acknowledge and agree that we merely act as an intermediary platform between you and such Third Party Services, and we do not endorse or bear responsibility or liability with respect to any such Third Party Services. Your relationship with Third Party Services and any terms governing your payment for and use of them, including the collection, processing, and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of the Third Party Services ("Third Party Agreement").

7.3 Integration and Your Customer Data

Through the Services you may enable integrations or connections with your Account with Third Party Services, which will allow an exchange, transmission, modification, or removal of data between us and the Third Party Services, including Customer Data. Any access, collection, transmission, processing, storage, or use of data, including Customer Data, by a Third Party Service is governed by the Third Party Agreement, and CurvUp is not responsible for any such use. By integrating or connecting to Third Party Services, you acknowledge and agree that you are solely responsible for compliance with applicable privacy laws and regulations.

7.4 Use Conditions and Limitations

Both CurvUp and Third Party Services may impose additional conditions or limitations on your access and use of certain Third Party Services, including limiting the number of actions or other uses. Such additional conditions shall be indicated wherever relevant within the Services.

7.5 CurvUp Marketplace

CurvUp may make available Third Party Services through the CurvUp Marketplace or Services. Your use of the CurvUp Marketplace is subject to our Marketplace Terms of Service as made available on the Site.

7.6 Payment for Third Party Services

Third Party Services may be offered free of charge or for a fee, either charged directly by the Third Party Services or by CurvUp. Wherever Third Party Services require payment, it shall be indicated to you. Where CurvUp charges Customer on behalf of the Third Party Services, CurvUp serves only as an intermediary in facilitating or collecting applicable fees and taxes, and all payment-related issues are governed by the Third Party Agreement.

7.7 Change of Fees

Customer acknowledges that CurvUp and any Third Party Services may change the fees for the Third Party Services from time to time, including imposing new charges on a Third Party Service that was previously provided for free.

7.8 Discontinuation of Third Party Services

CurvUp and Third Party Services reserve the right to discontinue the use or suspend the availability of any Third Party Services for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilise certain features in connection with our Services.

7.9 Links

The Sites, Services, and/or any Third Party Services may contain links to third-party websites that are not owned or controlled by us ("Links"). You acknowledge that we have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites. You are solely responsible and liable for your use of and linking to third-party websites and any content you may send or post to a third-party website, and you expressly release us from any and all liability arising from such use.

7.10 Limitations of Liability

8. Subscription, Fees, Upgrades, and Renewals

8.1 Online Subscription Selection

The Services are purchased online directly through the CurvUp platform. There is no separate order form, sales order, or offline purchase document. The CurvUp pricing page, displaying the available Subscription Plans and associated Fees, is publicly accessible on curvup.io and may be viewed by visitors prior to registration. However, in order to select a Subscription Plan and complete payment, Customer must first register and create an Account. Following registration, Customer will be able to proceed from the pricing page (or from within their Account) to select the applicable Subscription Plan and complete payment through the in-platform sign-up process. The pricing page and sign-up process will display, at a minimum, the Services included, the applicable Fees, the Subscription Plan selected, and the Subscription Term.

8.2 Subscription Plans

Unless stated otherwise on the relevant pricing or sign-up page, the Services are provided on a subscription basis for the subscription term selected by Customer at the time of purchase, in accordance with the respective subscription plan applicable to Customer's user type ("Subscription Term" and "Subscription Plan", respectively, and collectively the "Subscription"). The Subscription Plans available on CurvUp are as follows:

Entrepreneurs: CurvUp offers two Subscription Plans for entrepreneurs: CurvLite and CurvPro, each available on a monthly or annual billing basis, as selected by Customer. The Fees applicable are country-specific and may vary by Customer's registered country or region, rather than following a single standard global rate. The features, limits, and functionalities included in each plan are described on the CurvUp pricing page and may be updated by CurvUp from time to time in accordance with Section 1.2 above.

Experts (Mentors, Coaches, Board Advisors, Service Providers & Freelancers): CurvUp offers a single Subscription Plan for Experts. The Fees applicable to the Expert Subscription Plan are country-specific and may vary by Customer's registered country or region, rather than following a single standard global rate. The features, limits, and functionalities included in the plan are described on the CurvUp pricing page and may be updated by CurvUp from time to time in accordance with Section 1.2 above.

8.3 Fees

In consideration for the provision of the Services (except for Trial Services), Customer shall pay us the applicable fees as displayed at sign-up and/or on the CurvUp pricing page at the time of purchase ("Fees"). Unless indicated otherwise, Fees are stated in GBP (British Pounds), or in the local currency applicable to Customer's country, as displayed at sign-up. Customer authorises us to charge such Fees via Customer's selected payment method upon the applicable due date. Unless expressly set forth herein, the Fees are non-cancellable and non-refundable. We reserve the right to change the Fees at any time, upon notice to Customer if such change may affect Customer's existing subscriptions upon renewal.

8.4 Taxes

CurvUp Limited is registered in the United Kingdom. Accordingly, for Customers registered in the United Kingdom, the Fees displayed at sign-up and on the CurvUp pricing page include UK Value Added Tax (VAT) at the applicable rate, as required under UK law. CurvUp will issue invoices reflecting the VAT charged in accordance with applicable HMRC requirements.

For Customers registered outside the United Kingdom, the Fees displayed are exclusive of any and all taxes, levies, or duties which may be imposed in the Customer's jurisdiction in respect of these Terms and the purchase of the Services (including, without limitation, value added tax, sales tax, use tax, excise, goods and services tax, withholding tax, or any similar tax) ("Taxes"). Such Customers shall bear the sole responsibility and liability to self-assess, withhold, and/or pay any applicable Taxes in their jurisdiction in addition to the Fees payable to CurvUp, except where CurvUp is required by applicable law to separately collect such Taxes, in which case CurvUp will display and collect such Taxes at sign-up or invoice them separately.

8.5 Upgrades

Customer may upgrade and/or enhance its Services by either: (i) adding Users; (ii) upgrading to a higher Subscription Plan (e.g. from CurvLite to CurvPro); (iii) adding additional services, products, add-ons, features, or functionalities; (iv) increasing usage-based offerings; and/or (v) upgrading to a longer Subscription Term (collectively, "Upgrades"). Upon an Upgrade, Customer will be billed for the applicable additional Fees at our then-current rates, either prorated for the remainder of the then-current Subscription Term or applied from the next billing cycle, as indicated to Customer at the time of the Upgrade.

8.6 Adding Users

Unless disabled by Customer: (i) Users within the same email domain may automatically join the Account; and (ii) Users within Customer's Account may invite other persons to be added as Users. Any changes to the number of Users within an Account will be reflected in Customer's billing, and Customer will be billed for applicable additional Fees at our then-current rates.

8.7 Excessive Usage

We shall have the right, where we believe at our sole discretion that Customer and/or any of its Users have misused the Services or otherwise used the Services in an excessive manner, to offer the Services in different pricing and/or impose additional fees or restrictions on upload, storage, download, and/or use of the Services.

8.8 Billing

As part of registering or submitting billing information to the Services, Customer agrees to provide us with updated, accurate, and complete billing information, and Customer authorises us (either directly or through our affiliates or third parties) to charge, request, and collect payment from Customer's payment method or designated banking account.

8.9 Subscription Auto-Renewal & Cancellation

In order to ensure that Customer will not experience any interruption or loss of services, Customer's Subscription includes an automatic renewal option by default. Unless Customer cancels its Subscription prior to the end of the then-current billing cycle (monthly or annual, as applicable to Customer's selected Subscription Plan), the Subscription will automatically renew for a period equal in time to the original Subscription Term at the same price (subject to applicable Tax changes and excluding any discount provided for the first Subscription Term).

Customer may cancel its Subscription at any time through the Account settings or by contacting our Customer Support team. Upon cancellation:

• Customer's Subscription will not renew at the end of the then-current billing cycle (i.e. no future renewal will be charged);
• Customer will retain access to the Services for the remainder of the billing cycle for which Fees have already been paid (i.e. through to the end of the then-current monthly or annual period, as applicable);
• No refund, credit, or pro-rated reimbursement shall be issued for any unused portion of the then-current billing cycle, regardless of when during the cycle the cancellation is made;
• At the end of the then-current billing cycle, Customer's Account will revert to a free or restricted-access tier (if available) or be subject to the applicable provisions of Section 11.4 (Effect of Termination of Services) below.

8.10 Discounts and Promotions

Unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or promotional offer, Customer acknowledges that upon renewal of the Subscription, CurvUp will renew the Subscription at the full applicable Fee at the time of renewal.

8.11 Credits

Any credits that may accrue to Customer's Account ("Credits") will expire upon the earlier of: (i) the expiration or termination of the applicable Subscription; (ii) expiration of the applicable credit consumption period; or (iii) in case such Credits accrued for an Account with Trial Services that was not upgraded, upon the lapse of 90 days of accrual. Credits have no monetary value, are not transferable or refundable, and may only be used to pay for the respective Services.

8.12 Payment through Partner

If Customer purchased Services from a CurvUp-authorised reseller, distributor, or intermediary ("Partner"), then to the extent there is any conflict between these Terms and the agreement entered between Customer and the respective Partner ("Partner Agreement"), as between Customer and CurvUp, these Terms shall prevail. Customer's access to the Services is subject to our receipt from the Partner of payment of the applicable Fees.

8.13 Usage Based Offerings

Certain Services, features, or functionalities may be subject to usage limits or other consumption-based measures ("Usage Based Offerings"). The Usage Based Offering shall be subject to a usage balance which will expire at the end of the usage period, does not roll over, and is non-refundable. CurvUp's measurement of usage shall be final and binding. If Customer exceeds the applicable usage balance, CurvUp may charge additional Fees, limit or suspend access, and/or require Customer to Upgrade.

9. No Refunds; Cancellation; Chargeback

9.1 No Refunds

All Fees paid by Customer for any Subscription Plan (CurvLite, CurvPro, or the Expert Subscription Plan) are non-refundable. CurvUp does not offer refunds, whether full or partial, and does not issue pro-rated reimbursements for any unused period within a billing cycle, regardless of the reason for cancellation, including where Customer cancels shortly after a renewal charge or otherwise does not use the Services for the remainder of the paid period.

9.2 Cancellation Without Refund

As set forth in Section 8.9 above, Customer may cancel its Subscription at any time. Cancellation only prevents the Subscription from renewing for a further billing cycle; it does not entitle Customer to any refund, credit, or pro-rated reimbursement for Fees already paid. Customer will continue to have access to the Services for the remainder of the billing cycle for which it has already paid.

9.3 Non-Refundable Services

Certain Services, features, add-ons, or Usage Based Offerings may be expressly identified as non-refundable at the point of purchase. Customer shall not be entitled, and we shall not be under any obligation, to provide a refund for such Services even where the general provisions of this Section 9 might otherwise be read to allow one.

9.4 Chargeback

If, at any time, we record a decline, chargeback, or other rejection of a charge of any due and payable Fees ("Chargeback"), this will be considered a breach of Customer's payment obligations hereunder, and Customer's use of the Services may be suspended, disabled, or terminated at CurvUp's discretion. Customer may not have further access to the Services unless CurvUp, at its sole discretion, enables Customer to resume access subject to Customer's payment of any applicable Fees in full, including any fees and expenses incurred for each Chargeback received.

10. Trial Services; Pre-Released Services

10.1 Trial Services and Free Versions

We may offer, from time to time, part or all of our Services on a free, no-obligation trial and/or in connection with a free Subscription Plan for a limited duration and with limited functionality ("Trial Services"). The term of the Trial Services shall be as communicated to you within the Services or separately in writing by CurvUp, unless terminated earlier by either Customer or us for any reason. We reserve the right to modify, cancel, and/or limit the Trial Services at any time, with or without notice.

10.2 Pre-Released Services

We may offer, from time to time, certain Services or parts thereof as Alpha or Beta versions ("Pre-Released Services"). Pre-Released Services are still under development and, as such, they may be inoperable or incomplete and may contain bugs, suffer disruptions, and/or not operate as intended, more than usual.

10.3 Governing Terms of Trial and Pre-Released Services

The Trial Services and Pre-Released Services are governed by these Terms, provided that notwithstanding anything to the contrary: (i) such services are licensed on an "AS IS", "WITH ALL FAULTS", "AS AVAILABLE" basis, with no representations and/or warranties of any kind; (ii) the indemnity undertaking by us set forth in Section 16.2 shall not apply; and (iii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF CURVUP, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, IN CONNECTION WITH THESE TERMS, EXCEED £100. We make no promises that any Trial Services or Pre-Released Services will be made available to you or generally available.

11. Term and Termination; Suspension

11.1 Term

These Terms are in full force and effect commencing upon the Effective Date, until the end of all Subscriptions to the Services underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.

11.2 Termination for Cause

Either Customer or us may terminate the respective Services and these Terms upon written notice if the other party: (a) is in material breach of these Terms and, to the extent curable, fails to cure such breach within no less than 10 days following written notice from the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings not dismissed within 45 days.

11.3 Termination by Customer

Customer may terminate its Subscription to the Services at any time by cancelling the Subscription through the Account settings, contacting our Customer Support team, and/or deleting the Account. As set forth in Sections 8.9 and 9 above, such cancellation does not entitle Customer to any refund, credit, or pro-rated reimbursement of Fees already paid, and Customer's obligation to pay any outstanding Fees due for the then-current billing cycle shall remain in full force and effect. The effective date of such termination will take effect at the end of the then-current billing cycle for which Fees have already been paid, during which period Customer will retain access to the Services in accordance with its then-current Subscription Plan.

11.4 Effect of Termination of Services

Upon termination or expiration of these Terms, Customer's Subscription and all rights granted hereunder shall terminate. It is Customer's sole responsibility to export the Customer Data prior to such termination or expiration. We may continue to store and host Customer Data until either Customer or we delete such Customer Data, during which period Customer may have limited access to export the Customer Data ("Read-Only Mode"). We are not under any obligation to maintain the Read-Only Mode period and it may be terminated at any time without notice. The termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Fees.

11.5 Survival

The following sections shall survive the termination or expiration of these Terms: Section 2.6 (Customer Responsibility for Users), Section 3 (Customer Data), Section 6 (Privacy and Security), Section 7 (Third Party Services; Links), Section 8 (Subscription, Fees, Upgrades, and Renewals) in respect of unpaid Fees, Section 10.3, Section 11 (Term and Termination; Suspension), Section 12 (Confidentiality), Section 13 (Warranty Disclaimer), Section 14 (Limitations of Liability), Section 16 (Indemnification), Section 21 (Governing Law and Jurisdiction), and Section 22 (General Provisions).

11.6 Suspension

Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile and/or our Services if: (i) we believe, at our sole discretion, that you or any third party are using the Services in a manner that may impose a security risk, cause harm, and/or raise liability for us or any third party; (ii) we believe you or any third party are using the Services in breach of these Terms or applicable law; (iii) Customer's payment obligations are or are likely to become overdue; or (iv) Customer's or any of its Users' breach of the Acceptable Use Policy.

12. Confidentiality

12.1 Confidential Information

In connection with these Terms and the Services, each party ("Disclosing Party") may disclose to the other party ("Receiving Party") non-public business, product, technology, and marketing information, including without limitation, customer lists and information, know-how, software, and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). For the avoidance of doubt, (i) Customer Data is regarded as Customer's Confidential Information, and (ii) our Site, Services, Trial Services, and Pre-Released Services, inclusive of their underlying technology and performance information, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use or reference to the Confidential Information.

12.2 Confidentiality Undertakings

The Receiving Party will (i) take at least reasonable measures to prevent the unauthorised disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers, and agents on a need-to-know basis who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms or as required to be disclosed to legal or financial advisors, provided that such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.

12.3 Compelled Disclosure

Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

13. Warranty Disclaimer

14. Limitation of Liability

15. Specific Laws; Reasonable Allocation of Risks

15.1 Specific Laws

Except as expressly stated in these Terms, we make no representations or warranties that your use of the Services is appropriate in your jurisdiction. You are responsible for your compliance with any local and/or specific applicable laws, as applicable to your use of the Services.

15.2 Reasonable Allocation of Risks

You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us, and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder.

16. Indemnification

16.1 By Customer

Customer hereby agrees to indemnify, defend, and hold harmless CurvUp and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, "Losses") incurred as a result of any third-party claim arising from: (i) Customer's and/or any of its Users' violation of these Terms or applicable law; and/or (ii) Customer Data, including the use of Customer Data by CurvUp and/or any of its subcontractors, infringes or violates any third party's rights, including without limitation intellectual property, privacy, and/or publicity rights.

16.2 By CurvUp

CurvUp hereby agrees to defend Customer, its affiliates, officers, directors, and employees against any third-party claim alleging that Customer's authorised use of the Services infringes or constitutes misappropriation of any third party's copyright, trademark, or registered patent ("IP Claim"), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement, including reasonable attorneys' fees. CurvUp's indemnity obligations under this Section 16 shall not apply if: (i) the Services were modified by Customer, any of its Users, or any third party; (ii) the Services are used in combination with any other service, device, software, or products; and/or (iii) any IP Claim arising from or related to the Customer Data or to any events giving rise to Customer's indemnity obligations under Section 16.1 above. THIS SECTION 16.2 STATES CURVUP'S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY CURVUP AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.

16.3 Indemnity Conditions

The defence and indemnification obligations of the indemnifying party under this Section 16 are subject to: (i) the indemnified party promptly providing written notice of the claim; (ii) the indemnifying party being given immediate and exclusive control over the defence and/or settlement of the claim, provided that the indemnifying party shall not enter into any compromise or settlement that requires any monetary obligation or admission of liability without the prior written consent of the affected indemnitee; and (iii) the indemnified party providing reasonable cooperation and assistance in the defence and/or settlement of such claim.

17. Third Party Components within Our Services

Our Services includes third-party codes and libraries that are subject to third-party open source licence terms ("Open Source Code" and "Open Source Terms", respectively). Some of such Open Source Terms determine that to the extent applicable to the respective Open Source Code licensed thereunder, such terms prevail over any conflicting licence terms, including these Terms. We use our best endeavours to identify such Open Source Code within our Services, and we encourage Customer to familiarise itself with such Open Source Terms. Notwithstanding anything to the contrary, we make no warranty or indemnity hereunder with respect to any Open Source Code.

18. Export Controls; Sanctions

The Services may be subject to UK, US, or foreign export controls, laws, and regulations ("Export Controls"), and you acknowledge and confirm that: (i) you are not located in or using the Services in or to any jurisdiction in violation of Export Controls; (ii) you are not organised under the laws of, operating from, or resident in a country or territory that is the target of comprehensive economic or trade sanctions, including without limitation, Cuba, Iran, Syria, North Korea, or any other currently designated sanctioned territory; (iii) you are not identified on any list of prohibited or restricted persons; and (iv) Customer Data is not controlled under the UK Military List, US International Traffic in Arms Regulations, or similar laws in other jurisdictions.

19. Modifications

Occasionally, we may make changes to these Terms for valid reasons, such as adding new functions or features to the Services, technical adjustments, typo or error fixing, for legal or regulatory reasons, or for any other reasons as we deem necessary at our sole discretion. When we make material changes to these Terms, we'll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Services or by sending Customer an email. Your continued use of the Services after the changes have been implemented will constitute your acceptance of the changes.

20. Governing Law and Jurisdiction; Dispute Resolution

20.1 Governing Law; Jurisdiction

These Terms and any action related thereto will be governed and interpreted by and under the laws of England and Wales, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in England and Wales shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. Notwithstanding the foregoing, CurvUp reserves the right to seek injunctive relief in any court in any jurisdiction.

20.2 Class Action Waiver

WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND CURVUP AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and CurvUp mutually agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

20.3 Dispute Resolution and Arbitration

To the extent permitted under applicable law, any dispute, claim, or controversy between you and us arising in connection with, or relating in any way to, these Terms will be determined by mandatory binding arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must follow the terms of these Terms as a court would. Any arbitration between you and us will be finally settled under the Rules of Arbitration of the International Chamber of Commerce ("ICC") then in force by one arbitrator appointed in accordance with the ICC Rules. The arbitration will take place in London, England, shall be conducted in the English language, and shall be governed by the laws of England and Wales. The arbitration proceedings shall be conducted on an expedited and confidential basis, and the award shall be final and binding on the parties.

20.4 Limitation Period

Any arbitration must be commenced by filing a demand for arbitration within 2 years after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim. If applicable law prohibits such limitation period, any claim must be asserted within the shortest time period permitted by applicable law.

20.5 Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other party ("Dispute Notice"). The Dispute Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement within 30 days after the Dispute Notice is received, a party may commence an arbitration proceeding. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient.

21. General Provisions

21.1 Interpretation

Any heading, caption, or section title contained herein is provided only for convenience and in no way alters or amends the provisions within the Terms. These Terms are written in English, and translated into other languages for convenience only. If a translated version of these Terms conflicts in any way with the English version, the provisions of the English version shall prevail.

21.2 Force Majeure

Neither we nor you will be liable by reason of any failure or delay in the performance of obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

21.3 Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. These Terms and the Services do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to these Terms.

21.4 Notice

We shall use your contact details that we have in our records in connection with providing you notices. Our contact details for any notices are: customercare@curvup.io. Notices we provide may be delivered via the Services, including by posting on our Sites or in your account, text, in-app notification, email, or first class mail. An electronic notification satisfies any applicable legal notification requirements. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery.

21.5 Assignment

These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity resulting from a merger, acquisition, or sale of all or substantially all of your assets, except for an assignment to a competitor of CurvUp, and provided that you provide us with prompt written notice and the respective assignee agrees in writing to assume all of your obligations. We may assign our rights and/or obligations hereunder to a third party without your consent or prior notice. Any assignment not authorised under this Section 21.5 shall be null and void.

21.6 Severability

These Terms shall be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.

21.7 No Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

21.8 No Reliance

You acknowledge and agree that you do not rely on, and shall have no remedy in respect of, any statement, warranty, and/or representation made by us or any other person on our behalf except as expressly set out in these Terms or as displayed on the applicable CurvUp pricing or sign-up page at the time of purchase.