Terms of Use

Last updated: October 12, 2010

Welcome to http://Curate.Us (the “Site”), a website operated by Free Range Content, Inc. (“Company,” “we,” “us,” “our”). Your use of the Site and any information distributed in conjunction with this Site, or any of the products or services offered thereon (collectively, the “Services”) is subject to these terms of use (“Terms of Use”), our privacy policy, and other notices posted on this Site. Your use of this Site or of any content presented in any and all areas of the Site indicates your acknowledgment and agreement to these Terms of Use, our privacy policy, and other notices posted on this Site. If you do not agree to be bound by and comply with all of the foregoing, you may not access the Site or use the Services. In addition, some of the Services may be subject to additional posted terms and conditions. Your use of those Services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by reference. In the event of inconsistency between these Terms of Use and any additional posted terms and conditions, the provisions of the additional terms and conditions shall control.

Revisions to the Site or Terms of Use

We reserve the right at any time to change the Site, including eliminating or discontinuing any content on or feature of the Site and any part of our Services. In addition, we may revise these Terms of Use at any time, at our sole discretion, by posting an amended Terms of Use on the Site. Any changes that we make to the Terms of Use will be effective immediately upon posting. Please check this page periodically for changes to the Terms of Use; you will be able to determine if the terms have been changed since your previous visit by viewing the “Last Updated” information that appears at the top of this page. Your use of the Site and any dispute related thereto is subject to the then-current version these Terms of Use.

Description of Service

Subject to full compliance with the Terms of Use, Free Range Content may offer to provide certain services and content, as described more fully on the Site. Services shall include, but not be limited to, any service performed and any content presented for you by clp.ly, as well as the offering of any materials displayed, transmitted, or performed on the Site or through the Services (including, but not limited to text, graphics, news articles, blog posts, screen captures, quote captures, tags, user comments, messages, information, data, graphics, photographs, images, illustrations, audio and video clips, also known as the “Content”). Free Range Content may change, suspend, or discontinue the Services including any Content for any reason, at any time, including the availability of any feature or content. Free Range Content may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

Registration

Some of the Services offered on the Site require registration. Without completing such registration, you will not be able to use such Services. As a condition of registration, you will select a user name and password. You agree to provide true, accurate, current, and complete information about yourself as prompted during the registration process. You further agree to maintain and promptly update such information to keep it true, accurate, current, and complete. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password and/or account. You agree to (a) immediately notify us of any unauthorized use of your account or password or any other breach of security, and (b) exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with the foregoing requirements. You understand and agree that our Services may include communications such as service announcements and administrative messages from us or from our partners and that these communications are considered part of the Services. You will not be able to opt out of receiving these messages. You also understand that our Services may include advertisements. Failure to comply with any of the above shall constitute a breach of the Terms of Use, which may result in immediate termination of your account.

User Conduct

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Free Range Content.

By way of example, and not as a limitation, you agree not to use the Services:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of another person or advocate any of the foregoing;
• Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content;
• Transmit files that contain viruses, worms, Trojan horses, corrupted files, or any other similar software or programs that may damage, disrupt, or adversely affect the operation of another person’s computer, the Site, any software or hardware, or telecommunications equipment;
• Advertise, promote, solicit, or offer to sell any goods or services for any commercial purpose unless you have our prior written consent to do so;
• Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;
• Download any file that you know or reasonably should know cannot be legally obtained in such manner;
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;
• Restrict or inhibit any other user from using and enjoying any public area within our Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
• Interfere with or violate any other Site user’s right to privacy; solicit, collect or store personal information about other users of the Site without their express consent;
• Impersonate any person or entity, including, but not limited to, a Company representative, or falsely state or imply, or otherwise misrepresent your affiliation with a person or entity;
• Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our Site or to manipulate your presence on our Site;
• Use the Site or the materials contained on the Site for any fraudulent or unlawful purpose;
• Interfere with or disrupt our Site, servers, or networks, or take any action that imposes an unreasonably or disproportionately large load on our infrastructure;
• “Frame” or “mirror” any part of the Site without our prior written authorization;
• Use any robot, spider, site search/retrieval application or other manual or automatic device or process to access, monitor, copy, retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, any part of the Site, or its contents. A limited exception is provided to general purpose Internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Site, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent.

Free Range Content may remove any Content and Curate.Us accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To report Terms of Use abuse, please email: abuse@freerangecontent.com

You are solely responsible for your interactions with other users of the Site. Free Range Content reserves the right, but has no obligation, to monitor disputes between you and other users.

Digital Millennium Copyright Act Notification Guidelines

Notification of Infringement

It is our policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act.  If you are a copyright owner or an agent thereof, and you believe that any content hosted on our web site (Curate.Us) infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Curate.Us‘s Designated Copyright Agent with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Curate.Us web site are covered by a single notification, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Curate.Us to locate the material.
• Information reasonably sufficient to permit Curate.Us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Please note that Curate.Us may, at our discretion, send a copy of such notices to a third-party for publication. As such, your letter (with personal information removed) may be forwarded to Chilling Effects (http://www.chillingeffects.org) for publication.

Counter-Notification

If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

• Your physical or electronic signature.
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
• The subscriber’s name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Curate.Us may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

Designated Copyright Agent

Curate.Us’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attention: Copyright Agent, 506 Baker Street, San Francisco CA 94117 or by email at notice@freerangecontent.com. For clarity, only DMCA notices should go to the Curate.Us Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

Proprietary Rights

The Site, its underlying technology and software, and all content and materials within the Site, including site layout, design, images, programs, text, illustrations, videos, music, logos, trademarks, service marks, animations, and any other information (collectively, the “Content”) are the property of Free Range Content, its affiliated companies or licensors, or other users of the Site, and is protected by U.S. and international copyright and other intellectual property laws. You acknowledge that these rights are valid and enforceable. Except as explicitly permitted, on a case-by-case and use-by-use basis, by the respective owner of the Content, you may not copy, display, distribute, modify, publish, perform, reproduce, republish, post, store, transmit, create derivative works from, reverse engineer, sell or license all or any part of the Content, products, or services obtained from this Site in any medium to anyone. Nothing contained in these Terms of Use shall purport to convey any ownership or other rights with respect to the Content, and you acknowledge that by using the Site or Content you do not acquire any ownership or other rights with respect thereto. You may print or download Content from the Site for your own personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. You may not engage in systematic retrieval of Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory without prior written permission from Free Range Content.

Disclaimer of Warranties

You acknowledge that Free Range Content has no control over, and no duty to take any action regarding: which users gain access to the Site or use the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Free Range Content from all liability for you having acquired or not acquired Content through the Site or the Services. The Site or Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Free Range Content makes no representations concerning any content contained in or accessed through the Site or Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Services. We do not guarantee, make any representation to you regarding, and are in no way responsible for, the accuracy, integrity, quality, source, or nature of the Content. Without limitation, we are not responsible for postings by users in the user opinion, message board, or feedback sections of our Site. You understand that you may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content.

We do not sell, resell, or license any of the products or the services that we review, list, or advertise on our Site, and we disclaim any responsibility for or liability related to them. Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and that third party. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the appropriate vendor.

THE SITE, SERVICE AND THE CONTENT THEY CONTAIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REGARDING THE SECURITY, RELIABILITY, AND PERFORMANCE OF THE SERVICES, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND SERVICES AND YOUR RELIANCE ON ANY MATERIALS PROVIDED ON OR THROUGH THE SITE.

Third-Party Sites, Products, and Services

Our Site contains links to other Internet sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. We have no control over sites that are not ours, and we are not responsible for any changes to or content on them. Our inclusion on our Site of any third-party content or a link to a third-party site is not an endorsement of that content or third-party site.

Limitation of Liability

To the maximum extent permitted by applicable law, you hereby release, and waive all claims against the Company, its members, managers, principals, owners, parents, subsidiaries, officers, directors, employees, representatives, agents, co-branders, partners, contractors, consultants, suppliers, licensors, customers, and other affiliates (collectively, the “Company Parties”), from claims, demands and damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind or nature, known or unknown, arising out of or in any way connected with use of the Service. If you are a California resident, you knowingly and voluntarily waive the provisions of California Civil Code Section 1542, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.

YOU AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, OR OTHERWISE, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING FROM OR RELATING TO USE OF OR ACCESS TO THE SERVICES OR CONTENT AND ANY PROPOSED TRANSACTION IN CONNECTION THEREWITH (INCLUDING, WITHOUT LIMITATION, ANY INTERACTION WITH THIRD PARTIES FOUND ON OR THROUGH THE SITE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE LIMITED TO ONE HUNDRED DOLLARS (U.S. $100).

Indemnification

You agree to defend, indemnify, and hold the Company Parties harmless from and against any and all claims, liability, suit, proceeding, demand or action, and any damages, losses costs (including reasonable attorneys’ fees and other legal costs), expenses, or settlement awards incurred in connection therewith, arising out of, or related to, (i) Your Content or any use thereof; (ii) your use of the Site, Services and any Content thereon; (iii) any use or alleged use of your account or password by any person, whether or not authorized by you; and/or (iv) your breach of any term of these Terms of Use. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

Privacy Policy

You agree that we may collect and use information that you provide to us or that is otherwise collected about you when you use the Site, in accordance with our Privacy Policy.

Governing Law

When accessing this Site (regardless of where you are located), you agree that these Terms of Use, our Privacy Policy, and any matters arising from or relating to use of this Site, are to be construed in accordance with and governed by the internal laws of the State of California (without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties), and any disputes arising herefrom shall be determined by a court of competent jurisdiction in the Northern District of California (or such other venue which we may elect as appropriate, in our sole discretion), and you hereby submit to the personal jurisdiction thereof.

Notice for California Users

Under California Civil Code Section 1789.3, California Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Notices

Unless provided to the contrary herein, any and all notices or other communications or deliveries required or permitted to be made under these Terms of Use shall be sent (a) if to you, at the electronic mail address you provide during registration, and (b) if to Company, by electronic mail to notice@freerangecontent.com, or by U.S. certified mail to:

Free Range Content
Attn: Terms of Use
506 Baker Street, San Francisco, CA 94117
United States of America

Miscellaneous

If any provision of these Terms of Use is found for any reason to be unlawful, void or unenforceable, then that provision will be deemed severable herefrom and will not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. These Terms of Use, together with any of our policies and agreements referred to herein, are the entire agreement between you and us relating to your use of the Site, Services, or the Content, and supersede any and all prior or contemporaneous written or oral agreements between you and us regarding the same subject matter (except other written, fully-executed contracts between you and us). Neither the course of conduct between you and us, nor trade practice, shall act to modify any provision of these Terms of Use. These Terms of Use are not assignable, transferable or sublicenseable by you except with our prior written consent. The provisions of the following sections shall survive any termination of these Terms of Use: Proprietary Rights, Disclaimer of Warranties, Limitation of Liability, Indemnification, Your Conduct on Our Site, Governing Law, Notices, and Miscellaneous.