Cultivate User Terms of Service

Version 06.13.2021

These Terms of Service (“Terms”), outline the terms regarding your use of our products.  These Terms are a legally binding contract between you and Cultivate Technology Inc. (“Cultivate” or “we” or “us” or “our(s)”).  If you do not agree with these Terms, do not register or use any of the Services.

By using, accessing or browsing the Cultivate platform and products including applications, mobile, websites (including but not limited to www.cultivate.com (the “Websites”) or other properties owned or operated by Cultivate or by registering for a Cultivate account (“Services”) you are agreeing to be bound by these Terms for the Services, as well as our Privacy Policy.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms (in which event, “you” and “your” will refer to that organization) unless that organization has a separate contract in effect with us for the Services herein, in which event the terms of that contract will govern your use of the Services (though our Privacy Policy and Acceptable Use Policy still apply).

If your organization has a separate contract for a “self-hosted” version of Cultivate’s software and not the Services herein, then (i) Cultivate gives you a limited, revocable, non-exclusive, nontransferable and non-sublicensable right to use the Service for the sole purpose of enabling you to use and enjoy the benefit of Cultivate’s software, consistent with any use limitations in any related ordering document and (ii) these Terms will govern your use of the Services to the extent not in conflict by that contract.

To use the Service and Websites you must be, and represent and warrant that you are, at least 13 years of age, competent to agree to these Terms, and have not otherwise been prohibited from accessing or using the Service and Websites.

  1. Account

The Services may require you complete a registration form and designate a user ID and password.  You must provide and maintain true, current and complete information about yourself.

You are entirely responsible for all materials and information that you transmit via the Services.  Only you may use your Cultivate account and you are responsible for all aspects of your account. Each user must have a separate account. You may not share, loan or transfer your ID or password. If you become aware of any unauthorized use of the Services or your account, contact info@cultivate.com.

  1. Email Address for Your Account

If the domain of the email address associated with your account is owned or controlled by an organization, you may be rolled into that organization’s account. If an organization provided you with your account, or if your account is managed by an organization, you understand that this organization has rights to your account and may: (a) manage your account; (b) reset your password; (c) view your usage and profile data, including how and when your account is used; and (d) manage Your Data in your account.

  1. Consent to Electronic Communications and Solicitation

By registering with Cultivate or signing up for Services, you understand and consent to us sending you information regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features or products; (c) administrative messages and other information; and (d) advertising, marketing, and other materials regarding Cultivate’s products and services.  You may choose to opt-out of receiving advertising and marketing materials by unsubscribing from such communication s by following the instructions in the message.

Notices emailed to you will be considered given and received when the email is sent.  If you do not consent to receive notices (other than advertising and marketing materials) electronically, you must stop using the Services.

  1. Acceptable Use

You will not, nor enable others to harm the Services or use the Services to harm others.  For example, you must not use the Services to threaten or harass another person, organization or Cultivate and/or to build a similar service or website.

You must not:  (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Cultivate) to access or use the Services; (e) use the Services to, and/or cause Cultivate to, violate any law or distribute any malware or malicious content; or (f) distribute, post, share information or content illegally or without permission, or that contains sensitive personal information, such as financial or health information, without Cultivate’s prior written consent.

As part of our efforts to protect the Service, protect our customers, or to stop you from breaching these Terms we retain the right to take action we deem necessary, such as terminating your account, access, or features, without liability for Cultivate, and without limiting any other remedies.

  1. Termination of the Service

We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion if a) you are in breach of these Terms; or b) your use of the Services could cause a risk of harm or loss to Cultivate or our other users; or c) Cultivate declines to renew your plan.

You understand that if your account is suspended or terminated, you may no longer have access to Your Data that is stored with the Services.

  1. Updates

We can make deployments of changes, updates or enhancements to the Services at any time.  We may also add or remove functionalities or features, or we may suspend or stop the Services altogether.

  1. Third-Party Products

Cultivate may make available to you optional third-party applications, services or products, for use in connection with the Services (“Third-Party Products”).  Your use of the Third-Party Products (and any exchange of any information, license, payments etc.) is solely between you and the applicable third-party provider.  Cultivate makes no warranties of any kind and assumes no liability of any kind for your use of such Third-Party Products.

  1. Your Data

All data entered, collected or generated by you or on your behalf is yours (“Your Data”).  We don’t control, verify, or endorse Your Data that you or others put on the Services.  You are responsible for: (a) all of Your Data in your Cultivate account(s) and that you share through the Services- and (b) making sure that you have all the rights you need in relation to Your Data.  In addition, by storing, using or transmitting Your Data you confirm that you will not violate any law or these Terms. You agree that when you share Your Data, you may be allowing other people to access and use Your Data in any way without further restriction or compensation to you.

You agree to provide Cultivate the right to process, share, and otherwise use Your Data and other information which we may obtain as part of your use of the Services but only: (i) as necessary for us to provide, maintain, and improve the Services, (ii) as otherwise permitted by these Terms, (iii) as otherwise required by law, regulation or order, and/or (iv) to respond to an emergency. We may create and derive from processing, aggregated data that does not identify you, and use or share such data to improve our products and services and for other lawful business purposes.

  1. Cultivate Proprietary Rights

All contents of the Websites and Services including but not limited to logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement belong to Cultivate, and/or its suppliers, affiliates, or licensors.

Cultivate or its licensors own and reserve all rights, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services.  No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms.

If you provide comments, suggestions and recommendations to Cultivate about a Service (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), you are automatically granting Cultivate a license to freely exploit Feedback, without any obligation, royalty or restriction.

  1. Confidential Information

Either of us (the “Discloser”) may disclose to the other (the “Recipient”), proprietary or non-public business, technical, financial, or other information which is either labeled “confidential” or is of a type that a reasonable person should understand to be confidential, whether verbal or in writing (“Confidential Information”). Our Confidential Information includes but is not limited to non-public information regarding features, functionality, and performance of the Services, and security related information. Your Data is your Confidential Information. Confidential Information is the property of the Discloser.

Confidential Information does not include information that: (i) was rightfully in Recipient’s possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Recipient; (iii) is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or (iv) is independently developed by Representatives of the Recipient.

The Recipient will (i) use the Discloser’s Confidential Information only in furtherance of these Terms. (ii) not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and are subject to confidentiality obligations no less restrictive than those herein and (iii) treat the Discloser’s Confidential Information with the same degree of care it uses with its own Confidential Information but using no less than reasonable care.

  1. No Warranty or Conditions

Other than as expressly stated, we do not make any commitments about the specific functionality available through the Services, their reliability, availability, or ability to meet your needs.

TO THE EXTENT NOT PROHIBITED BY LAW, CULTIVATE (A) PROVIDES THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKES NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (E.G. WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT), AND (C) DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.

  1. Indemnification

To the extent not prohibited by law, you will defend Cultivate against any cost, loss, damage, or other liability arising from any third party demand or claim that any of Your Data or information provided by you, or your use of the Services: (a) infringes a registered patent, trademark, copyright, or other intellectual property right of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Cultivate’s actions); or (b) violates applicable law or these Terms.

  1. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW:

IN NO EVENT WILL YOU OR CULTIVATE AND ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, BUSINESS INTERRUPTION, LOSS OF OPPORTUNITY, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF CULTIVATE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING UNDER SECTION 12 (INDEMNIFICATION) OF THESE TERMS, THE AGGREGATE LIABILITY OF YOU OR CULTIVATE AND ITS AFFILIATES, OFFICERS, RESELLERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO THE GREATER OF: (A) THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR THAT SERVICE; OR (B) ONE HUNDRED DOLLARS ($100 U.S.D.). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS AND LIMITATIONS AREN’T ALLOWED, WE’RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE SKILL AND CARE OR OUR BREACH OF OUR CONTRACT WITH YOU.

NOTHING IN THESE TERMS AFFECTS CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

Nothing in these Terms shall exclude or limit the liability of you or Cultivate and its affiliates, officers, employees, agents, licensors, resellers, suppliers and distributors for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded or limited by law.

The provisions of this “Limitation of Liability” section allocates the risks under these Terms between you and Cultivate, and you and Cultivate have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services.

  1. Dispute Resolution and Governing Law

You must comply with all domestic and international export laws and regulations that apply to your use of the Services.  These laws include restrictions on destinations, end users, and end use.

If you reside in the United States, you agree that the Terms, and your relationship with Cultivate will be governed by the laws of the State of California, U.S.A. regardless of conflict of laws principles.  We both agree that the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, the Uniform Computer Information Transactions Act, and any law effectuating these conventions do not apply to these Terms.  We both agree that all of these claims can only be litigated in the federal or state courts in San Francisco County, California, USA and we each agree to personal jurisdiction in those courts. The foregoing doesn’t override those laws in countries (including those in the European Union) that require agreements to be governed by the local laws of the consumer’s country, or for disputes to be handled therein. However, you agree that Cultivate can apply for injunctive remedies in any jurisdiction.

To the extent that the following provision is not in conflict with applicable law, you may only resolve disputes with us on an individual basis and may not bring a claim or proceed in a group arbitration proceeding as a plaintiff or a class member in a class, consolidated, or representative action.

  1. Fees

Cultivate offers both free and paid Services.  If you choose to subscribe to a paid Service, you agree to pay the fees (“Fees”) as quoted to you when you purchase that Service.  We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements).  You will pay the Fees in the currency Cultivate quoted at the time of purchase.  Cultivate reserves the right to change the eligible currencies at any time, except where not permitted by applicable law.

Cultivate reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration, after which, your use of the Service will be charged at the then-current Fee(s).  If you don’t agree to these changes, you must stop using the Service and cancel (i) via email to info@cultivate.com (with cancellation confirmation from a Cultivate representative) or (ii) by cancelling your subscription in your account settings page and then closing your account, if this option is available to you.  If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.

If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and term length for the next subscription period.  We will invoice you or charge your credit card on file with us on the first day of the renewal of the subscription period.

  1. Cultivate Enterprise Terms

If you are using a Cultivate enterprise plan, your organization’s users may include users whose accounts are (i) controlled by your organization’s administrator and/or (ii) associated with an email address controlled by your organization.

  1. General Terms

17.1     Severability; Entire Agreement. These Terms apply to the maximum extent permitted by relevant law.  If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect.  This is the entire contract between you and us regarding the Service.  It supersedes any prior contract or oral or written statements regarding your use of the Services.

17.2     Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice.  You may not assign this contract or transfer any rights to use the Service, unless we provide written consent for you to do so.

17.3     Independent Contractors; No third-party beneficiaries. Cultivate and you are not legal partners or agents; instead, our relationship is that of independent contractors.  This contract is solely for your and our benefit.  It is not for the benefit of any other person, except for permitted successors.

17.4     Waiver. The failure of either of us to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect, unless expressly waived in writing.

  1. Changes

We reserve the right to modify these Terms.  If we make material changes to these Terms, we will notify you via the Services and/or by email to the address associated with your account. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

Talk to us.

We welcome your comments and questions regarding our Terms. Please contact us at:

Cultivate Technology Inc. 326 Ritch Street, San Francisco, CA 94107 or legal@cultivate.com

Pin It on Pinterest