Curiosity Untamed LLC is NOT an organization you join or volunteer for. Curiosity Untamed LLC simply sells program curriculum for others to use in their youth programming. Any Club, Troop or Group that uses the Curiosity Untamed, Frontier Girls or Quest Clubs names in their programming is an independent entity and not associated with Curiosity Untamed LLC.
TERMS AND CONDITIONS AND LIMITED LICENSE AGREEMENT
IMPORTANT ā READ CAREFULLY: THIS AGREEMENT IS A LEGAL CONTRACT GOVERNING THE USE OF OUR WEBSITES AND CONTENT
This TERMS AND CONDITIONS AND LIMITED LICENSE AGREEMENT (this āAgreementā) is made and entered into effective upon the the Licensee’s first use of the Website or Content by and between Curiosity Untamed LLC, a California limited liability company (āLicensorā), and the person or entity using the Website or Content (āLicenseeā). The Licensor and Licensee are each referred to herein as a āPartyā and collectively as the āPartiesā.
By using the Content, visiting the Website or purchasing products or Subscriptions from Curiosity Untamed LLC, Licensee agrees to be legally bound by (1) this Agreement; and (2) any other policies of Curiosity Untamed LLC related to the Website or Content. This Agreement governs the use of the Website and Content.
Curiosity Untamed LLC may, at its sole discretion, modify or revise this Agreement at any time and Licensee agrees to be bound by such modifications. Any modifications will be effective immediately upon posting of the modifications on the Website and Licensee waives any right to receive specific notice of such modifications. Continued use of the Website or Content by the Licensee following the posting of changes or modifications will constitute acceptance of such changes and modifications.
If any portion of this Agreement or any change to the Website or Content is unacceptable to Licensee or will cause Licensee to no longer be in compliance with the Agreement, the sole remedy is to discontinue use of the Website and Content. Continued use of the Website or Content now or following posted changes to this Agreement means that Licensee has accepted and are bound by the changes.
This Agreement, including any terms, conditions, licenses and policies expressly referenced herein and as amended in the future, shall constitute the complete understanding and agreement between Licensee and Curiosity Untamed LLC and shall supersede and cancel any prior or contemporaneous understandings and agreements, except as expressly provided otherwise by Curiosity Untamed LLC.
1. Definitions. Terms not otherwise defined herein shall have the following meanings:
āClubā means an organized program for youth or adults for educational purposes using the Content.
“Club Membership” means a Subscription granting a limited license to use the Content for group instruction only in one organized Club.
āContentā means Licensorās Intellectual Property including but not limited to, Trademarks, Websites, Products and all copyrighted or uncopyrighted materials pertaining to the same, including but not limited to the logos, service marks, service dress, corporate name and trade names “Frontier Girls”, “Curiosity Untamed”, and “Quest Clubs”.
āCopyrightsā means any and all works of authorship (whether or not published, both Copyrighted and uncopyrighted) and Copyrights (including any registrations therefore and any applications for registration thereof) of Licensor.
“Grandfathered” means any membership Subscription that retains pricing previous to current pricing.
āGroupā means an organized program for youth or adults for educational purposes using the Content.
āIntellectual Propertyā means intellectual property, including, but not limited to: (a) Trademarks, (b) Copyrights, (c) logos, (d) service dress and uniforms, (e) trade names “Frontier Girls”, “Curiosity Untamed”, and “Quest Clubs”, (f) Websites, (g) badge designs, (h) copyrighted and uncopyrighted materials, (i) trade secrets and confidential business information (including research and development, ideas, know-how, manufacturing and production processes and techniques, technical data, designs, drawings, customer and supplier lists, customer data, pricing and cost information, and business and marketing plans and proposals), (j) rights of publicity and privacy, (k) moral rights and droit moral, and (l) software, and all electronic data, databases and data collections of Licensor.
āLicensee Affiliate(s)ā means any person or entity that is directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, the Licensee. For purposes of this definition, āControlā shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management, policies, and operations of a person or entity, whether through ownership of voting securities, by contract, employment or otherwise.
āMembershipā means a Subscription given freely or purchased either as a onetime payment or recurring payments to any Website owned by Licensor.
“Submission” means any item given or sent to Curiosity Untamed LLC or posted on a social media forum moderated by Curiosity Untamed LLC including, but not limited to, photographs, videos, ideas, designs, letters, forms or articles.
“Subscription” means a membership Subscription either given freely by the Licensor or purchased either as a onetime payment or recurring payments to any Website owned by Licensor.
āTrademarksā means all trade names, trademarks, service marks, trade dress, corporate names, trade names, brand names and business names, whether or not registered, including all common law rights, and registrations, applications for registration and renewals thereof of Licensor.
āTroopā means an organized program for youth or adults using the Frontier Girls name in their programming
“User” means any person or entity who uses the Website or Content or participates in any social media forum moderated by Curiosity Untamed LLC.
āWebsiteā means all websites and sub domains owned and operated by Licensor including, but not limited to, curiosityuntamed.com, frontiergirls.com, questclubs.com and shop.curiosityuntamed.com
2. Membership Subscriptions.
Section 2.1 Types of Memberships.
“Group/Club Membership” means an annual Subscription granting a limited license to use the Content for Group instruction only. Participants in a Club or Group do not have to have their own personal Membership Subscription unless they wish to have access to Content outside of club meetings.
“Group Membership” means an annual Subscription granting a limited license to use the Content for Group instruction only. Participants in a Club or Group do not have to have their own personal Membership Subscription unless they wish to have access to Content outside of club meetings.
“Family/Homeschool Membership” means an annual Subscription granting a limited license for all members of a single household to use the Content for homeschooling, family enrichment or to participate in a Group or Club.
“Frontier Girls Family Membership” means an annual Subscription granting a limited license for all members of a single household to use the content for homeschool, family enrichment or to participate in a Group or Club as well as a limited license for all female members of the household to use the Frontier Girls name and service dress and to participate in a Frontier Girls Troop.
“Frontier Girls Individual Membership” means an annual Subscription granting a limited license to a single female to use the Content with a limited license to use the Frontier Girls name and service dress and to participate in a Frontier Girls Troop.
“Frontier Girls Troop Membership” means an annual Subscription that grants a limited license for Group instruction only. All participants in a Frontier Girls Troop must have a Frontier Girls Individual Membership Subscription or Frontier Girls Family Membership Subscription to use the Frontier Girls name and service dress and to participate in a Frontier Girls Troop. Frontier Girls Troop Membership also grants a license to run a Quest Club if owned and run by the same Licensee.
“Monthly Family Membership” means a monthly Subscription granting a limited license for all members of a single household to use the Content for homeschooling, family enrichment or to participate in a Group or Club.
“Quest Club Membership” means an annual Subscription granting a limited license for Group instruction only. Participants in a Quest Club do not have to have their own personal membership unless they wish to have access to Content outside of club meetings.
“Quest Family Membership” means an annual Subscription granting a limited license for all members of a single household to use the Content for homeschooling, family enrichment or to participate in a Group or Club.
“Quest Individual Membership” means an annual Subscription granting a limited license to a single person to use the Content for the purpose of participating in an organized Quest Club.
“Volunteer Leader Membership” means a Subscription given freely by the Licensor granting a limited license to use the Content for Group instruction only as part of a Group, Club or Troop.
Section 2.2 Renewal.
Membership Subscriptions are automatically renewed unless Licensee opts out or cancels the Subscription at least 72 hours prior to the beginning of the renewal period. Renewals will be processed using the previous billing choice (i.e., credit card) and Licensee will be charged for the same membership subscription previously purchased. The renewal of the subscription takes place subject to the terms in force on the date of renewal
Section 2.3 Opting Out of Automatic Renewal.
Licensee may opt out of automatic renewals by visiting the Account page on the Website, selecting subscriptions, and then Stop, or by emailing kerry@curiosityuntamed.com. For any Subscription purchased prior to January 1, 2022, Licensee MUST email kerry@curiosityuntamed.com to confirm cancelation has taken effect.
Section 2.4 Cancellations and Refund.
No refunds are offered for Monthly Subscriptions. All other Membership Subscriptions may request a refund during the first 30 days to receive a full refund minus payment gateway fees. If the cancellation occurs after the first 30 days, no refund will be given. All refunds will be given to the original credit card or Paypal account on which the purchase was made. Please allow 5-10 days for the refund to appear on the designated account. Fees resulting from a payment dispute or chargeback will not be refunded.
3. Liability.
Section 3.1 Independent Contractors. Any business, organization or individual that uses the Content is not an employee, division, branch, partner, joint venture, or department of Curiosity Untamed LLC. Volunteers, employees, and other personnel involved in Licensee’s Group, Troop or Club are not in any way volunteers, employees, partners, joint venture, agents or personnel of Curiosity Untamed LLC. Their relative status with Licensor is that of an independent contractor. Licensee shall not make any representation that the Licensee is an agent or have authority to bind Curiosity Untamed LLC in any way.
Section 3.2 Insurance and Finances: Licensee acknowledges that Curiosity Untamed LLC does not provide any training, insurance, or financial support. Licensee is solely responsible for obtaining and maintaining any necessary insurance and for managing all of Licensee’s financial aspects, including but not limited to, any Troop, Group, Club or individual programming, community events and fundraising.
Section 3.3 Licenseeās Responsibility. The Licensee is solely responsible for selecting and directing all activities, games, field trips and instruction; for selecting, maintaining and operating all equipment, vehicles, facilities and materials used while using Content; for selecting, training, and supervising all children, parents, employees, and volunteers who participate in Licenseeās Group, Troop or Club; and for child protection, including screening, selecting, training and supervising all volunteers, employees, and other personnel involved in and who plan, direct and carry out Group, Troop or Club activities or instruction.
Section 3.4 Assumption of Risk. Licensee hereby voluntarily assume all risks associated with use of the Content, whether known or unknown, and assumes full responsibility for any injury, loss, or damage to persons or property that may occur as a result of use of the Content. This includes, but is not limited to, risks of physical or emotional injury, accidents, illnesses, or property damage arising from or related to any activities, events, or experiences associated with the Content.
Licensee understands and agrees that Curiosity Untamed LLC, its affiliates, officers, directors, employees, agents, and representatives (collectively, the “Licensor Parties”) shall not be held liable for any injury, loss, or damage resulting from use of the Content, except in cases of willful misconduct by the Licensor Parties.
Licensee further agrees to indemnify, defend, and hold harmless the Licensor Parties from and against any and all claims, demands, actions, or causes of action, including attorneys’ fees and costs, arising out of or in any way related to use of the Content, except in cases of willful misconduct by the Licensor Parties.
Knowing, understanding, and fully appreciating all possible risks, Licensee hereby expressly, voluntarily and willingly assume all risks and dangers associated with use of the Content. If Licensee is dissatisfied with any portion of the Content or Agreement, or with any clause of these terms, the sole and exclusive remedy is to discontinue using the Website and Content.
4. Rules of Conduct. Licensee agrees to comply with all of the following when accessing and/or using the Content:
(a) Inappropriate Activities. Licensee shall not participate in any activity or discussion involving sex, sexuality, gender or pro-life/pro-choice while using the Content. This includes, but is not limited to discussions, interviews, parades, protests, rallies, phone calls, or public support or opposition related to the same.
(b) No Political Affiliation. Curiosity Untamed LLC remains politically neutral. Licensee may not participate in any political activity or discussion while using the Content. This includes, but is not limited to interviews, discussions, protests, rallies, phone calls, or public support or opposition for any piece of legislation, or public support or opposition to any political candidate.
(c) Prohibited Activities. Licensee shall not allow smoking, drugs or alcohol in the presence of minors while using the Content and shall not associate smoking, drugs or alcohol with Curiosity Untamed LLC, Frontier Girls or Quest Clubs in any way.
(d) Other. Licensee shall not engage in any activity that Licensor, in its sole discretion, determines is divisive, offensive, interferes with the rights of others, or causes harm to any person, including Curiosity Untamed LLC, its Affiliates and/or employees, including actions that cause the denigration of Licensor, the Content and/or anything in any manner related or affiliated therewith. Violation of, or acting inconsistently with, the above may result in various consequences in Curiosity Untamed LLC’s sole discretion, including, without limitation, suspension, cancellation, or termination of the License and accounts of the offending Users. Such violation may result in the forfeiture of any and all fees that the Licensee has already paid to be a subscriber of the Content or any other fee. Nothing herein shall limit in any way any other remedy, legal, equitable or otherwise, that Licensor may have or pursue. Licensee may not use Content in any manner that would be defamatory to Licensor or that would interfere with any other partyās use and enjoyment of the Content. Licensee agree not to post, submit, or otherwise make available content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of anotherās privacy, or harmful to minors in any way; impersonates any person or entity or falsely states or otherwise misrepresents Licensee’s affiliation with a person or entity; includes personal or identifying information about another person without that personās explicit consent; infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or content that the Licensee does not have a right to make available under any law or under contractual or fiduciary relationships; or employs misleading names, email addresses, other contact information, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content.
5. Terms of Use.
Section 5.1 Disclaimer.
The Website is for informational purposes only and is intended as a supplement, not a substitute, for information and safety procedures put forth by professionals in the field. Curiosity Untamed LLC does not guarantee the correctness or completeness of material on the Website or within the Content. Changes may be made to the Content at any time and without notice. Information on the Website or in the Content does not consider specific circumstances and in no way constitutes legal, safety, business, or other advice. This information is in no way to be considered all-inclusive and does NOT include comprehensive training in personnel practices and procedures, safety procedures, or child development. Use of these materials is at Licensee’s own risk. Any youth program, club, church, school, organization, business, individual or other entity that uses the Content or Website is not a division, branch, or department of Curiosity Untamed LLC.
Section 5.2 Communications Between Curiosity Untamed LLC and Licensee
All communications to Licensee for the purpose of informing Licensee of changes or additions to the Website or Content, or of any related products and services will be via email. It is the Licensee’s sole responsibility to ensure that their listed email on the Website remains current, and that Curiosity Untamed LLC emails do not end up in a spam folder.
Section 5.3 Third Party Websites:
The Website may contain links to third party websites. The links are provided solely as a convenience. By linking to these websites, Curiosity Untamed LLC does not create or have an affiliation with or sponsor such third-party websites unless specifically noted in a disclaimer. Curiosity Untamed LLC does not review all sites that may be linked directly or indirectly to the Website. The inclusion of links within the Website does not constitute any endorsement, guarantee, warranty, or recommendation of such third-party Website. Curiosity Untamed LLC has no control over the legal documents and privacy practices of third-party Website and is not responsible for objectionable Content that may be on other Website. Access to and use of any such third-party Website is at Licensee’s own risk. Licensee agrees that any recourse for dissatisfaction or problems with those goods or services will be sought from the third-party provider and not from Curiosity Untamed LLC. If Licensee finds a linked site that contains objectionable material, is outdated or does not operate, please send a message to kerry@curiosityuntamed.com.
Section 5.4 Accounts.
Licensee must be 18 years or older to register as a User or purchase a Subscription to the Website. If Licensee allows a minor child to use the Website and Content, Licensee must be the legal parent or guardian of that child. Licensee must provide Curiosity Untamed LLC with accurate, complete, and up-to-date registration information. Failure to do so will constitute a breach of this Agreement. As part of the registration process, Licensee will select a username and password. Licensee understands that Licensee may not (i) select or use a name of another person with the intent to impersonate that person; (ii) use the rights of any person without authorization; or (iii) use a name that Curiosity Untamed LLC, in their sole discretion, deem inappropriate. Licensee is responsible for all usage or activity on the Website via Licensee’s account. Distribution of Licensee’s username or password to others for access to the Website is expressly prohibited. Licensee will never be required to reveal Licensee’s password to any representative or agent of Curiosity Untamed LLC, its owners, or agents. Licensee shall notify Curiosity Untamed LLC by USPS mail at 20845 Gregory Lane, Redding, CA 96003 of any known or suspected unauthorized use(s) of Licensee’s account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Licensee’s password or information.
Section 5.5 Account Deletion.
Curiosity Untamed LLC may, in its sole discretion, delete or deactivate Licensee’s account or otherwise terminate Licensee’s access to or use of the Website, or any part thereof, immediately and without notice, and remove and discard any Content posted by Licensee or contained within Licensee’s account, for any reason.
Section 5.6 Passwords and Security.
Licensee ‘s username and password are personal to Licensee and non-transferable. Licensee is responsible for taking reasonable steps to maintain the confidentiality of Licensee’s username and password, and Licensee is responsible for all activities under Licensee’s account that Licensee can reasonably control. Licensee agrees to promptly notify Curiosity Untamed LLC of any unauthorized use of Licensee’s username, password, or other account information, or of any other breach of security that Licensee becomes aware of involving the Curiosity Untamed LLC Website.
Section 5.7 Limited Use; Restricted Use.
Licensee shall use the Content solely in connection with the program curriculum provided by Licensor or as otherwise agreed in writing by Curiosity Untamed LLC in advance of such use. Licensee may use the Content only while this Agreement is in effect. Licensee may not, and may not authorize any party, to: (i) co-brand any Content; (ii) frame the Website; or (iii) hyper-link to Content accessed through use of a username and password without the express prior written permission of Licensor. For purposes of this Agreement, āco-brandingā means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Content accessible within the Website. Licensee agrees to cooperate with Curiosity Untamed LLC in causing any unauthorized co-branding, framing or hyper-linking immediately to cease. Content may be printed or downloaded onto mobile devices or desktops for personal use only and may not be shared. When printed or downloaded, Content remains subject to the limited use License contained in this Agreement. Content may only be used if a Subscription is current. If a Subscription expires, all use of Content must cease, and any downloaded or printed copies of Content destroyed.
Section 5.8 User Comments, Feedback, Submission, and Postings.
All comments, feedback, submissions, photos, videos, or other information communicated to Curiosity Untamed LLC through their Website, email, forums, social media, print or other electronic means (collectively, the āSubmissionā) will forever be the property of Curiosity Untamed LLC. Curiosity Untamed LLC will not be required to treat any Submission as confidential and will not be liable for any ideas for its business (including without limitation, product, program, badge or promotion ideas) and will not incur any liability as a result of any similarities that may appear in future Curiosity Untamed LLC business. Curiosity Untamed LLC will be entitled to use the Submission for any noncommercial, commercial, or other purpose whatsoever, without compensation to Licensee or any other person sending the Submission. Licensee acknowledges that Licensee owns whatever material Licensee submits and use of Licensee’s Submission to Curiosity Untamed LLC will not infringe or violate the rights of any third party.
Licensee understands that all submissions sent to Curiosity Untamed LLC, posted to the Website, or to social media moderated by Curiosity Untamed LLC, is the sole responsibility of the individual who submitted the content. Curiosity Untamed LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such content. Licensee also understands that all opinions expressed by Users of the Website are expressed strictly in their individual capacities, and not as a representative of Curiosity Untamed LLC, its owner, or any sponsors or partners. Licensee ‘s interactions with other Users are solely between Licensee and such other Users and at Licensee ‘s own risk. Curiosity Untamed LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such interactions. In the event of a dispute between Licensee and other Users, Licensee and the other Users are solely responsible to resolve the dispute, and Licensee hereby releases Curiosity Untamed LLC and their directors, officers, employees, volunteers, agents, and successors from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected, and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and this Website.
Section 5.9 Unlawful Activities.
Licensee agrees to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding the use of the Website, Content and any submissions to Curiosity Untamed LLC. Licensee may not use the Website in any manner that would be defamatory to Curiosity Untamed LLC or that would interfere with any other partyās use and enjoyment of the Website. Licensee agrees not to post, submit, or otherwise make available content that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or is harmful to minors in any way; impersonates any person or entity or falsely states or otherwise misrepresents the Licensee ‘s affiliation with a person or entity; includes personal or identifying information about another person without that person’s explicit consent; infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or content that Licensee does not have a right to make available under any law or under contractual or fiduciary relationships; or employs misleading names, email addresses, other contact information, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content.
Licensee agrees not to contact anyone who has asked not to be contacted or make unsolicited contact with anyone for any commercial purpose; collect personal data about other Users for commercial or unlawful purposes. Licensee agrees never to transmit or attempt to transmit any detrimental data or programs to the server hosting the Website. Licensee agrees not to decompile or disassemble, reverse engineer, or otherwise attempt to discover any source code contained in this Website. Licensee agrees not to use the Website in any manner that could damage, disable, overburden, or impair the Website. Damage caused by Licensee to the Website or any of its Users may subject the Licensee to both civil and criminal penalties. Licensee may not access the Website through unauthorized means or obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.
Section 5.10 Photograph, Video, Film or Vocal Recording Media Release. Licensee authorizse the release of any photographs, video, film, or vocal recording submitted to Curiosity Untamed LLC by Licensee, members of Licensee’s Group, Troop or Club, or other Users based on the following conditions:
- These records become the property of Curiosity Untamed LLC.
- This release is given without promise or expectation of compensation.
- Licensee, and Licensee’s minor child, do release to Curiosity Untamed LLC any right, title and/or interest of any kind they may have in the records produced. Licensee hereby grants to Curiosity Untamed LLC the right and authority to photograph, video, film and/or record vocally.
- All records may be used for promotional or publicity purposes and may be published in mass media publications, in Curiosity Untamed LLC publications, on the Curiosity Untamed LLC Website, on social media or shown on television, movie, or Internet presentations.
- This release is effective until revoked in writing by Licensee. Such revocation shall only be effective to prevent any expanded future use of the records.
Ā Ā Ā Ā Ā Ā Ā Ā Section 5.11Ā Ā Community Events. Any time Licensee sponsors or organizes an event open to members of the public using Content of any kind including, but not limited to, community service projects, fundraising, recruitment events, or educational events, all advertising, signage, publicity and marketing including public appearances, print, video, and digital, must include the following disclaimer, “āCuriosity Untamed LLC, Frontier Girls, and Quest Clubs is not affiliated with this event. This event is organized by [name of Group/Troop/Club and assigned number as well as Licensee name] only and is not associated with Curiosity Untamed LLC, Frontier Girls or Quest Clubs.ā Licensee must make it very clear that Curiosity Untamed LLC is not involved in the event in any way.
6. Grant of License; Sublicensing.
Section 6.1 Grant of Limited License. Licensor hereby grants to Licensee a non-exclusive, non-transferable, fully revocable limited license to use the Content and associated program curriculum in youth or adult programming (the āLicenseā) for the duration of the Term (as hereinafter defined), solely as set forth in this Agreement or as otherwise agreed in writing by the Parties. Licensor, in its sole discretion, may terminate the License at any time, for any reason, and without any notice. Licensor shall not be liable to Licensee or any third-party for any termination of access to the Content. Licensee agrees not to attempt to use or access Content after termination.
Section 6.2 Sublicensing. Licensee shall not sublicense its rights under this Agreement except with the prior written consent of Licensor which may be withheld in Licensorās sole and absolute discretion. Any attempted sublicense in violation of this section shall cause this Agreement to terminate automatically, with no need for written notice by Licensor. Licensee shall be responsible for any and all costs incurred by Licensor, including attorneyās fees, incurred by Licensor as a result of any such breach by Licensee.
Section 6.3 Reservation of Rights. All rights not expressly granted to Licensee in this Agreement are reserved to Licensor.
Section 6.4 Ownership. Licensee acknowledges and agree that, as between the Parties, Curiosity Untamed LLC is the sole owner of all right, title and interest in and to the Content. Licensee agrees that Licensee will not sell for profit, reproduce, or use the Content in the production or sale of any materials, services or otherwise. Licensee agrees that Licensee will not modify the Content in any way without the express prior written approval of Curiosity Untamed LLC. Licensee agrees not to directly or indirectly challenge, contest or otherwise dispute the validity or enforceability of, or Curiosity Untamed LLC’s ownership of or right, title or interest in, the Content (and/or the associated goodwill), including without limitation, arising out of or relating to any Action regarding enforcement of this Agreement or involving any third party. The Parties intend that any and all goodwill in the Content arising from Licenseeās or any applicable sublicenseeās use of the Content shall inure solely to the benefit of Licensor. Notwithstanding the foregoing, in the event that Licensee is deemed to own any rights in the Content, Licensee hereby irrevocably assigns (or shall cause such sublicensee to assign), without further consideration, such rights to Licensor together with all goodwill associated therewith.
Section 6.5 Infringement. Licensee shall notify Licensor promptly after it becomes aware of any actual or threatened Infringement of the Content. Licensor shall have the sole right to bring any Action to remedy the foregoing, and Licensee shall cooperate with Licensor in the same. Any Action involving Licenseeās use of the Content will be prosecuted by Licensor at Licenseeās expense and Licensor will receive any and all proceeds from such Action, including damages. Any Action involving the Content not as a result of Licenseeās use of the Content will be prosecuted at Licensorās expense and Licensor will receive any and all proceeds from such Action, including damages. Licensee may not remove or alter copyright or other proprietary notices displayed in any Content; or access or use any Content in an unlawful or unauthorized manner or in a manner that suggests an association with Licensorās products, services, or brands. By acquiring services or Content from Licensor, Licensee agrees that use of the Content will comply with these requirements.
Section 6.6 Quality Control. Licensee shall not take any action that it knows would be detrimental to the Licensor, the Content or the goodwill associated therewith.
Section 6.7 Samples. Upon request by Licensor, Licensee shall furnish to Licensor a reasonable number of representative samples of advertising and promotional materials in any media, materials, advertising or the like that use the Content. Licensee shall make any reasonable changes to such materials that Licensor requests.
7. Term and Termination.
Section 7.1 Term. This Agreement shall commence on the first date Licensee uses the Website or Content and shall continue until Licensee’s account is terminated and Licensee ceases use of the Website and Content.
Section 7.2 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party. Upon termination, Licensee shall cease all use of the Content and return all program materials to Licensor. Upon notification of termination by Licensee under this Section 6.2, Licensor may elect to effect termination of this Agreement immediately at any time after receipt of such notification.
Section 7.3 Termination for Breach. Licensor may terminate this Agreement immediately, effective upon written notice, if Licensee violates or attempts to violate any section of this Agreement.
Section 7.4 Effect of Termination. Upon termination of this Agreement for any reason, (a) Licensee shall immediately, except as required by applicable law or regulation, (i) cease all use of the Content in any manner whatsoever, including changing Licenseeās promotional and educational materials, name and the names of all applicable Licensee Affiliates under Licenseeās Control that contain or use the Content, (ii) at Licensorās option, cancel or transfer to Licensor any corporate names, domain names or social media identifiers containing or comprising the Content, and (iii) destroy or cease distribution of all materials using the Content, in each case, at Licenseeās expense; and (b) the Parties shall cooperate so as to preserve the value of the Content.
8. Fundraising.
Ā Ā Ā Ā Ā Ā Ā Ā Section 8.1Ā Ā Ā Ā Ā Ā Disclaimer. All fundraising activities by Licensee, including all advertising, signage, publicity and marketing including public appearances, print, video, digital or the like shall include a prominent disclaimer statement as follows: āCuriosity Untamed LLC, Frontier Girls, and Quest Clubs is not affiliated with this fundraiser. Fundraising efforts are to support [name of Group/Troop/Club and assigned number as well as Licensee name] only and are not associated with Curiosity Untamed LLC, Frontier Girls or Quest Clubs.ā Licensee must make it very clear that Curiosity Untamed LLC is not involved in the fundraiser in any way.
Section 8.2 Required Prior Approval. All fundraisers that use or will use any Content, including but not limited to, Curiosity Untamed, Frontier Girls, or Quest Clubs name or logo in any capacity must be approved by Licensor in writing in advance of use. Licensee agrees to send a detailed outline of the proposed fundraiser to kerry@curiosityuntamed.com before scheduling any fundraiser. Written approval for the fundraiser must be received to continue.
Section 8.3 Personal Use Only. Content may not be used for any commercial purpose. Any monies earned through fundraising or paid by participants in a Group, Troop or Club using Content must be used solely for such Group, Troop or Club and not for personal gain.
Section 8.4 Sale of Content Prohibited. Licensee may not sell any service, product or item containing Content or in any way make it appear that any service, product or item is offered by Licensor.
Section 8.5 Paid Current Subscription Required. Subject to the terms and conditions of this Agreement, Licensee may only use the Content for fundraising purposes if Licensee has a currently paid and active Membership Subscription.
Section 8.6 Adult Activities Prohibited. No adult only activities may be used as fundraisers. All fundraising activities must be family friendly.
Section 8.7 Use of Substances Prohibited. No alcohol, drugs, smoking, or marijuana may be present at or within one hundred (100) feet of any fundraising activity.
Section 8.8 Compliance with Laws. Licensee must be in compliance (and ensure any vendors, employees and volunteers he, she or it employs or uses are in compliance) with all local ordinances.
9. Contracts. Licensee may not enter into any contract or legal document with any person or entity using the Content in any way. All contracts must be entered into under the name of the Licensee and signed by the Licensee or a legal representative thereof. These include but are not limited to rental contracts, utility contracts, fundraising contracts, or financial contracts.
10. Indemnification.
Section 10.1 Indemnification by Licensee. Licensee will defend at its expense, indemnify and hold harmless Licensor and its Affiliates and their respective directors, officers, employees, agents and representatives from any claims, losses, injuries, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneysā fees and costs of suit) arising out of or relating to (i) any breach by Licensee of this Agreement or its warranties, representations, covenants and undertakings hereunder; (ii) Licenseeās use of the Content or Licenseeās operation of any business, entity, or otherwise that uses the Content; or (iii) any claim that Licenseeās use of the Content, other than as explicitly authorized by this Agreement, is an Infringement (as defined below) of the rights of a third party. āActionā means any claim, allegation, action, demand, proceeding or suit. āInfringementā means any actual or threatened infringement, imitation, dilution, misappropriation or other unauthorized use or conduct in derogation. This provision will survive the termination of this Agreement.
Section 10.2 Indemnification Procedure. Licensor shall as soon as practicable after Licensor receives notice of or otherwise has actual knowledge of a claim, notify the Licensee in writing of any indemnifiable claim. Any delay in such notice will not relieve the Licensee from its obligations under this Section 7.2. The Licensor shall reasonably cooperate with the Licensee at the Licenseeās expense. The Licensee will have sole control of the defense but may not settle any indemnified claim without the Licensorās prior, written consent, such consent not to be unreasonably withheld or delayed. The Licensor may participate in its defense with counsel of its own choice at its own expense.
11. Representations and Warranties; Limitations.
Section 11.1 Representation and Warranties. Each Party represents and warrants that:
(a) This Agreement is a legal, valid and binding obligation of the warranting Party, enforceable against such Party in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditorsā rights and remedies generally, and subject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity);
(b) The warranting Party is not subject to any conviction, judgment, order, injunction, decree or award of any court, administrative agency or governmental body that would or might interfere with its performance of any of its material obligations hereunder; and
(c) The warranting Party has full power and authority to enter into and perform its obligations under this Agreement in accordance with its terms.
Section 11.2 Limitation of Warranties. Content is for informational purposes only and is intended as a supplement, not a substitute, for information and safety procedures put forth by professionals in the field. Licensor does not guarantee the correctness or completeness of any material in the Content. Licensor may make changes to the Content at any time and without notice. The Content does not consider specific circumstances and in no way constitutes legal, safety, business, or other advice to Licensee. Content is in no way to be considered all-inclusive and does not include comprehensive training in personnel practices and procedures, safety procedures, or child development; further, Licensee understands and accepts that the Content is provided without any warranty concerning these matters and that Licensor does not represent itself as expert in these matters. If there is any concern about the use of any of the Content provided therein, it is the Licenseeās responsibly to decide whether such Content is safe and appropriate for their activities. The use of these materials is at Licenseeās own risk. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR THE CONTENT, AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING ANY WITH RESPECT TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, VALUE, RELIABILITY OR FITNESS FOR USE. LICENSEEāS USE OF THE CONTENT IS ON AN āAS-ISā BASIS.
Section 11.3 Limitation of Liability. LICENSOR SHALL NOT BE LIABLE TO LICENSEE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR GOODWILL, BUSINESS INTERRUPTION AND THE LIKE) RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Miscellaneous.
Section 12.1 Entire Agreement. This Agreement contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements (including, without limitation, any prior agreements between the Parties), understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the Content inconsistent with any of the terms hereof.
Section 12.2 Amendments. This Agreement, and any terms hereof, may be amended, supplemented or modified by Licensor at any time in Licensor’s sole discretion. The Content may be amended by Licensor at any time in Licensorās sole discretion. If any change to this Agreement or any change to the Website or Content is unacceptable to Licensee or will cause Licensee to no longer be in compliance with the Agreement, the sole remedy is to discontinue use of the Website and Content. Continued use of the Website or Content now or following posted changes to this Agreement means that Licensee has accepted and are bound by the changes.
Section 12.3 Assignment. Licensee may not assign, transfer, pledge, mortgage or otherwise encumber this Agreement or its right to use the Content, in whole or in part, without the prior written consent of Licensor (which may be withheld, delayed or conditioned in Licensorās sole discretion). For the avoidance of doubt, a merger, change of control or reorganization of Licensee shall be deemed an āassignmentā requiring such consent, regardless of whether Licensee is the surviving entity. Licensee acknowledges that its identity is a material condition that induced Licensor to enter into this Agreement. Any attempted action in violation of the foregoing shall be null and void ab initio and of no force or effect, and shall result in immediate termination of this Agreement. In the event of a permitted assignment hereunder, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided herein. Licensor reserves the right to assign or transfer its rights and obligations under this Agreement its sole discretion.
Section 12.4 Notice. Any notices that may or are required to be given hereunder by any Party to another shall be deemed to have been duly given if (i) personally delivered, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the second following business day (or third following business day if mailed outside the United States), or (iii) delivered by electronic mail, when received: (a) if to the Licensor, to Curiosity Untamed LLC, 20845 Gregory Lane, Redding, California 96003, Attention: Customer Solutions, electronic mail: kerry@curiosityuntamed.com; or (b) if to the Licensee, to the name and contact information listed on their Website account.
Section 12.5 Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT.
Section 12.6 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a Party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Section 12.7 Costs and Expenses. Each Party hereto shall bear its own costs and expenses (including the fees and disbursements of counsel and accountants) incurred in connection with the negotiations and preparation of this Agreement, and all matters incident thereto.
Section 12.8 Section Headings. The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.
Section 12.9 Counterparts. This Agreement may be executed by the Parties to this Agreement in any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Section 12.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Licensor reserves the right to replace any term which is not valid and enforceable with a term of similar meaning which is valid and enforceable.
Section 12.11 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA AND THE UNITED STATE DISTRICT COURT FOR ANY DISTRICT WITHIN SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE LAYING OF VENUE IN SUCH COURT.
Section 12.12 Dispute Resolution. If a dispute arises between Licensee and Licensor, Licensee agrees to first contact Curiosity Untamed LLC Customer Support at 1-530-524-8799 or Kerry@curiosityuntamed.com to describe the problem and seek a resolution. If, after communicating with Licensor, a reasonable resolution is not reached, then the parties agree that they shall both make good faith efforts within the first 45 days of providing written notice of such dispute to resolve the dispute through mediation in Redding, California. The mediation can be conducted by any reputable mediator in Shasta County, California, and the parties shall share equally in the cost of the selected mediator. The parties understand that this process shall be the sole remedy of any controversy or claim arising out of this Agreement and expressly waive their right to file a lawsuit (including any right to a jury trial as set forth above) in any civil court against one another for such disputes.
Section 12.13 Survival. Any provision of this Agreement which contemplates performance or the existence of rights or obligations after the termination of this Agreement shall expressly survive such termination of this Agreement and shall be binding upon the Party or Parties obligated thereby in accordance with the terms of this Agreement, subject to any limitations expressly set forth in this Agreement.
