CUSTOMER AGREEMENT
(Demonstration Instance)

PLEASE READ CAREFULLY—THIS IS A BINDING CONTRACT

THIS CURO365 CUSTOMER AGREEMENT (“AGREEMENT”) IS A BINDING AGREEMENT BETWEEN PRENTICEWORX, LLC, A UTAH LIMITED LIABILITY COMPANY, THE DEVELOPER AND OWNER OF THE SOFTWARE COMMONLY KNOW AS CURO365 (“CURO365”) AND YOU AND, IF APPLICABLE, THE COMPANY OR LEGAL ENTITY THAT YOU REPRESENT (COLLECTIVELY “YOU”). 

BY CLICKING THE “I ACCEPT” BUTTON BELOW YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THAT LEGAL ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR DID NOT WISH TO BE BOUND TO THE TERMS OF THIS AGREEMENT, CLICK THE “DECLINE” BUTTON BELOW.

1.	THE SERVICES. The services provided in this Agreement include both free services that Curo365 and its affiliates (referred to together herein as “we” or “us”) make available for no fee (the “Free Services”), and services that will be provided in exchange for your payment of the fees (the “Paid Services”). The Free Services and the Paid Services are referred to collectively in this Agreement as the “Services.” Each Free Service and Paid Service is referred to individually as a “Service.”

1.1	FREE SERVICES DEFINED. The Free Services include access to one (1) non-production instance of Curo365’s software for a period of thirty (30) days and support during regular business hours related to such instance.

1.2	PAID SERVICES DEFINED. The Paid Services include one (1) production instance of Curo365 and appurtenant licenses, and any related support services that we make available to you for a fee following the expiration of the Free Services.

2.	MODIFICATIONS TO THIS AGREEMENT. You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting or providing to you a revised version of the Agreement or such Additional Policy. Any revised terms will become effective thirty (30) days after we post them or otherwise provide them to you, or, if we provide you a click-through or other means of accepting the revised terms, upon your acceptance. Continued use of the Services after the revised terms become effective constitutes acceptance on your part.

3.	TERM, TERMINATION AND SUSPENSION

3.1	TERM. The term of this Agreement (“Term”) will commence once you agree to the terms and conditions of this Agreement by clicking the “I Accept” button below and complete the registration process. The Agreement will remain in effect for a period of thirty (30) days.

3.2	TERMINATION FOR CONVENIENCE. Either party may terminate this Agreement for any reason or no reason at all, at its convenience, by providing written notice of termination to the other party in accordance with Section 16.

3.3	EFFECT OF SUSPENSION OR TERMINATION

(a)	SUSPENSION. Upon our suspension of your use of any Services, in whole or in part, for any reason, all of your rights with respect to the applicable Services shall be terminated during the period of the suspension.

(b)	TERMINATION. Upon termination of this Agreement for any reason, all of your rights under this Agreement shall immediately terminate; and you shall immediately return, or if instructed by us, destroy all Curo365 Confidential Information (as defined in Section 10 below) then in your possession.

3.4	DATA PRESERVATION IN THE EVENT OF SUSPENSION OR TERMINATION. In the event of a suspension by us of your access to any Service for any reason, during the period of suspension, we will not take any action to intentionally erase any of your data stored on the Services.

4.	AUTHORIZATION AND LICENSE TO USE THE SERVICES. Subject to your acceptance of and compliance with this Agreement, we hereby grant you a limited, non-exclusive and non-transferable right and license, in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement.

4.1	PERMITTED USES GENERALLY. You may enable access and use of Your Content by your end users in accordance with the terms of this Agreement. “Your Content” refers to any data or other content that you may (a) provide to us pursuant to this Agreement, (b) make available to any end users in conjunction with the Services, or (c) develop, or use in connection with the Services. You are responsible for all terms and conditions applicable to Your Content.

4.2	RESTRICTED USE GENERALLY. You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Services.

4.3	USER ACCOUNTS. You may only create one account per email address. Additionally, you are fully responsible for all activities that occur under your end user’s, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact us immediately if you believe that your account or an end user’s account has been compromised in any way. You are responsible for maintaining up-to-date and accurate information (including contact information) for your account. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content or other data which you submit or use in connection with your account or the Services.

5.	UPTIME, DOWNTIME AND EXCLUDED SERVICE SUSPENSIONS; SECURITY

5.1	UPTIME. Curo365 will use all commercially reasonable efforts to make the Service available with a uptime percentage (defined as the percentage of time during the Term during which Service is available for your use) of at least 99% during the Term. 

5.2	EXCLUDED SERVICE SUSPENSIONS. We shall be entitled, without any liability to you, notwithstanding our uptime commitments outlined in Section 5.1, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; (c) due to factors that are outside of our reasonable control, including any force majeure event or Internet-wide disruption or related problems beyond the demarcation point of the Services; (d) that are caused by you or any third party; (e) that result from the failure of your equipment, software or other technology and/or third party equipment, software or other technology; (f) that arise from our suspension and termination of your right to use the Services in accordance with this Agreement; or (g) as a result of our determination that any Service is prohibited by law or regulatory reasons (collectively, “Excluded Service Suspensions”). We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of disruption due to any Excluded Service Suspensions. 

5.3	SECURITY. We strive to keep Your Content secure, but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. We strongly encourage you, where available and appropriate, to (a) use encryption technology to protect Your Content from unauthorized access, (b) routinely archive Your Content, and (c) keep your software that you use or run with our Services current with the latest security patches or updates. We will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Content.

6.	FEES. In consideration of your use of any of the Paid Services, you shall be required to enter into a separate contract with Curo365 that details the terms associated with the provision of such Services.

7.	CONFIDENTIALITY

7.1	USE AND DISCLOSURE. You shall not disclose Curo365 Confidential Information during the Term or at any time during the two (2) year period following the end of the Term. As used in this Agreement, “Curo365 Confidential Information” includes all nonpublic information disclosed by us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Curo365 Confidential Information includes, without limitation:

(a)	nonpublic information relating to our or our business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including any information about or involving beta tests or a product that you obtain as a result of your participation in such beta test);

(b)	third-party information that we are obligated to keep confidential; and

(c)	the nature, content and existence of any discussions or negotiations between you and us.

Confidential Information does not include any information described in Section 10.2 or any information that you are required to disclose by law.

7.2	NON-CONFIDENTIAL INFORMATION. Notwithstanding any other provision in this Agreement, you shall not have any obligation to ensure the confidentiality of any information provided or made available by us hereunder, and we shall not have any confidentiality or non-use obligation to you hereunder with respect to any information, software application, data or content provided or made available by you hereunder that:

(a)	is or becomes publicly available without breach of this Agreement;

(b)	can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party;

(c)	is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or

(d)	can be shown by documentation to have been independently developed by the receiving party

8.	INTELLECTUAL PROPERTY

8.1	OUR SERVICES AND THE CURO365 PROPERTIES. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the Trademarks (or “Marks”); and (iii) any other technology and software that we provide or use to provide the Services. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Marks, or other technology and software (including third party technology and software), except for the limited use and access rights described in this Agreement.

8.2	YOUR DATA AND CONTENT. Other than the rights and interests expressly set forth in this Agreement, you reserve all right, title and interest (including all intellectual property and proprietary rights) in and to Your Content. We will not disclose Your Content, except: (i) if you expressly authorize us to do in connection with your use of the Services; or (ii) as necessary to provide the Services to you, or to comply with the Agreement or the request of a governmental or regulatory body, subpoenas or court orders.

8.3	NON-ASSERTION. During and after the term of the Agreement, with respect to any of the Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.

9.	REPRESENTATIONS AND WARRANTIES

9.1	USE OF THE SERVICES. You represent and warrant that you will not use the Services and/or your Your Content: (i) in a manner that infringes, violates or misappropriates any rights of us or any third party; (ii) to engage in spamming or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations, including, without limitation, the CAN-SPAM Act of 2003; (iii) in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including, without limitation, software, algorithms or other data subject to export limitations, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, and Council Regulation (EC) No 428/2009; or (iv) in a way that is otherwise illegal or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious or harmful or discriminatory to any person or entity.

9.2	YOUR CONTENT. You represent and warrant: (i) that you are solely responsible for the development, operation, and maintenance of Your Content, including without limitation, the accuracy, security, appropriateness and completeness of Your Content and all product-related materials and descriptions; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display Your Content; (iii) that Your Content (a) does not violate, misappropriate or infringe any rights of Curo365, its affiliates, or any third party, (b) does not constitute defamatory material; does not invade third party rights of publicity or privacy; and/or does not otherwise violate any rights of any third party; and (c) is not designed for use in any illegal activity or to promote illegal activities, including, without limitation, any way that may be harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; and (iv) that Your Content does not contain any unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code (collectively “Harmful Components”).

9.3	AUTHORIZATION AND ACCOUNT INFORMATION. You represent and warrant that: (i) the information you provide in connection with your registration for the Services is accurate and complete; (ii) if you are registering for the Services as an individual, that you are at least 18 years of age and have the legal capacity to enter into this Agreement; and (iii) if you are registering for the Services as an entity or organization, that (a) you are duly authorized to do business in the country or countries where you operate, (b) the individual clicking “I Accept” on this Agreement and completing the registration for the Services meets the requirements of subsection (ii) above and is an authorized representative of your entity, and (c) your employees, officers, representatives and other agents accessing the Services are duly authorized to access the Services and to legally bind you to this Agreement and all transactions conducted under your account.

10.	DISCLAIMER & LIMITATIONS ON LIABILITY

10.1	GENERAL DISCLAIMER. THE MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION (COLLECTIVELY THE “OFFERINGS”) ARE PROVIDED “AS IS.” WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10.2	NO LIABILITY FOR YOUR CONTENT. In addition to the foregoing, we specifically disclaim all liability, and you shall be solely responsible for the development, operation, and maintenance of Your Content.

10.3	LIMITATIONS OF LIABILITY. NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES, OR $10.00, WHICHEVER IS LESS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

11.	INDEMNIFICATION

11.1	GENERAL. You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners, and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorney fees), arising out of or in connection with any claim arising out of (i) your use of the Services in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, Additional Policies, and/or applicable law, (ii) Your Content, or the combination of either with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of Your Content, (iii) your violation of any term or condition of this Agreement or any applicable Additional Policies, including without limitation, your representations and warranties, or (iv) you or your employees’ or personnel’s negligence or willful misconduct.

11.2	NOTIFICATION. We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to a conflicts assessment), and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.

12.	DISPUTES

12.1	JURISDICTION. Notwithstanding anything to the contrary, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Curo365’s or any third party’s intellectual property and/or proprietary rights. Any dispute relating in any way to products or services sold or distributed by Curo365 or its affiliates in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $10,000 shall be adjudicated in any state or federal court in Salt Lake City, Utah, and you consent to exclusive jurisdiction and venue in such courts.

12.2	GOVERNING LAW. By using the Services, you agree that the law of the State of Utah, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.

13.	NOTICES. Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g., notices of updated fees, etc.) will be posted on www.curo365.com. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.

For notices made by you to us under this Agreement and for questions regarding this Agreement or the Services, you may contact Curo365 as follows:
info@curo365.com 
and/or
PrenticeWorx, LLC
8 E. Broadway #600
Salt Lake City, Utah 84111

14.	MISCELLANEOUS PROVISIONS

14.1	THIRD PARTY ACTIVITIES. If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.

14.2	SEVERABILITY. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.

14.3	WAIVERS. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

14.4	ENTIRE AGREEMENT. This Agreement incorporates by reference all policies and guidelines posted on the www.curo365.com, including all Additional Policies, and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.

14.5	SURVIVAL. In the event this Agreement is terminated for any reason, Sections 7 through 14 will survive any such termination.

14.6	RELATIONSHIP. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our affiliates).

14.7	LANGUAGE. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.