4.1 Limited Right to Use the Services

(a) Subject to your full and on-going compliance with these Terms, Culch grants you non-exclusive, non-sublicensable, non-transferable, revocable, limited right and license to enter and use the Culch Website (i) if you are a consumer, for your own personal purposes, or (ii) if you are a business, for your own internal business purposes (with (i) and (ii) collectively as the “Purpose”).

(b) Subject to your full and on-going compliance with these Terms, Culch grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited right and license to access, copy, download, and print the material, such as, for example, product descriptions, blog posts, and similar materials, purposely made available by Culch for downloading and printing (collectively, the “Materials”), for the Purpose, provided (i) you obtained lawful and authorized access to the Services; (ii) you do not modify, obscure, or delete (including through selectively copying or printing material) any copyright, trademark, trade secret, government restricted rights, or other proprietary or confidentiality notices or legends that appear on the Materials; and (iii) you do not make any additional representations or warranties relating to such Materials.

4.2 Ownership of Content

You acknowledge and agree that all tangible and intangible content, data, and information on the Culch Website or otherwise made available through the Services, including, without limitation, algorithms, audio-visual works, charts, compilations, conceptions, copyrights, databases, designs, developments, diagrams, discoveries, formatting, forms, graphics, graphs, images, logos, lists, logic, Materials, methodologies, models, processes, routines, schematics, screen designs, sketches, software and its object and source code, sounds, system designs, techniques, templates, text, tools, trademarks, user interfaces, Culch logos, and visual interfaces, and the coordination, design, expression, ‘look and feel’, selection, structure, and any and all arrangement thereof together with any improvements and modification therein (collectively, the “Content”), is the exclusive property of and owned by Culch or its licensors and is protected by copyright, trademark, trade dress, and various other intellectual property rights and unfair competition laws throughout the world. You will not modify, obscure, or delete (including through selectively copying or printing material) any copyright, trademark, trade secret, government restricted rights, or other proprietary or confidentiality notices or legends that are (i) placed or embedded by Culch or its licensors on any of the Licensed Materials, or (ii) displayed when the Culch Website or any software is run. You will not make any additional representations or warranties relating to the Licensed Materials. Nothing on or in the Licensed Materials will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any logo, service mark, or trademark displayed on the Licensed Materials without the owner’s prior written permission, except as otherwise described in these Terms. Culch will be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Licensed Materials. Culch® is a registered trademark of Culch. Other product or company names referred to on the Licensed Materials may be trademarks of their respective owners.

4.3 Restrictions

Culch, its suppliers, and its licensors retain all rights, title, and interest in and to the Services, the Content, and any and all intellectual property rights therein. Your rights to the Services, Content, and Materials (collectively, the “Licensed Materials”) are limited to those expressly granted to you in these Terms and all rights not expressly granted to you in these Terms are reserved. Any unauthorized use of the Licensed Materials or any portion thereof automatically and immediately terminates the licenses granted by Culch pursuant to these Terms. Except as expressly permitted in these Terms, you will not: (a) copy or reproduce the Licensed Materials in whole or in part or access or use the Licensed Materials in any way other than as expressly permitted in these Terms; (b) modify, translate, or create derivative works of the Licensed Materials or any portion thereof; (c) decompile, decrypt, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any component of the Culch Website or a software application made available as part of the Services is compiled or interpreted, and you hereby acknowledge that nothing in these Terms will be construed to grant you any right to obtain or use such source code; (d) assign, distribute, grant a security interest in, lease, loan, rent, sell, share, sublicense, timeshare, use for service bureau purposes, or otherwise transfer the Licensed Materials; (e) divert, export, re-export, or transfer the Licensed Materials to any country that is embargoed by the United States or designated by the U.S. Government as a “terrorist supporting” country; (f) access or use the Licensed Materials for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking purpose, including authorizing or undertaking a penetration test, vulnerability scan, social engineering test, or any other similar activity against the Culch Website, any Service component, Culch, or any of Culch’s vendors or licensors; (g) interfere with or attempt to interfere with the proper functioning of the Culch Website, any Service component, Culch, or any of Culch’s vendors or licensors, including subverting or attempting to subvert embedded security controls or licensing restrictions; (h) access or use the Licensed Materials to develop content, data, features, functionality, graphics, or a service similar to or competitive with any component of the Licensed Materials; (i) access or use the Licensed Materials, or any part thereof, for any reason if you are, or are acting on behalf of or in collaboration with, a competitor of Culch, including to develop, design, or market products, content, features, or functionality similar to or competitive with the Services; (j) use the Licensed Materials to incorporate or attempt to incorporate or integrate the Licensed Materials or any portion thereof into any application, service, or offering in any manner (including, without limitation, through frames or framing techniques), whether such use is directly or indirectly competitive to the Services and even if such product or service is not made available commercially; (k) violate these Terms or other terms, guidelines, or rules that are applicable to the relevant Services; or (l) authorize, assist, or cause any third party to do any of the foregoing. You agree and understand that the restrictions in this Section 4.3 apply (i) to any component of the Licensed Materials that is relevant to the restriction; and (ii) to the fullest extent permissible under applicable law. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop.

4.4 Prohibited Conduct

You expressly agree to refrain from doing, either personally or by authorizing, assisting, or causing any third party to do, any of the following: (a) use any device or other means to harvest or attempt to harvest information about other users; (b) transmit, install, upload, or otherwise transfer any “viruses,” “time bombs,” “malware,” worms, trojans, malicious software or any code that is designed to deactivate, delete, disable, interfere with, or otherwise harm or disrupt the Services or that in any way affects the use, enjoyment, or service of the Services, the Culch system, or any user’s mobile device, computer, or other medium used to access the Services or the Culch information technology systems; (c) modify the information, including headers, found on the Services; (d) install, transmit, upload or otherwise transfer to the Services any unauthorized advertisement or communication; (e) engage in any action that Culch determines in its sole discretion is detrimental to the use and enjoyment of the Services or the Culch information technology systems; or (f) install, post, transmit, upload, or otherwise transfer any information in violation of the laws of the United States. Further, you may not use any hardware or software intended to damage or interfere with the proper functioning of the Services or the Culch information technology systems or to intercept any system, data, or personal information from the Services or the Culch information technology systems, whether surreptitiously or otherwise without express authorization from Culch.

4.5 Feedback

(a) You agree that submission of any Content corrections, documents, error identification, ideas, improvements, modifications, proposals, or suggestions (collectively, the “Feedback”) to Culch through its suggestion form, feedback form, forum, wiki, support email, support calls or conference calls, meetings, or similar means is at your own risk and that we have no obligations (including, without limitation, obligations of confidentiality or use) with respect to such Feedback. You hereby grant to Culch a perpetual, fully paid, royalty-free, irrevocable, sublicensable, transferable, worldwide, and nonexclusive right and license to adapt, copy, disclose, display, distribute, modify, perform, reformat, use, create derivative works of, and otherwise exploit any and all Feedback for any legally permitted purposes, commercial or otherwise, without acknowledgment or compensation to you. Do not send Feedback to Culch if you expect to be paid or want to continue to own or claim rights in such Feedback.

(b) Further, to the extent any improvements, modifications, or updates to or derivative works of any of the Services are developed by Culch based on the joint effort or collaboration between you and Culch (collectively, the “Joint Works”), you hereby irrevocably assign, convey, and transfer to Culch all of your rights, title, and interest of any nature, in and to any Joint Works together with all copyrights, trade secrets, trademarks (and any goodwill), patents, and all other intellectual property rights in and to any such Joint Works in the United States and all other countries and jurisdictions of the world, including, without limitation, all exclusive rights granted to an author or owner under the copyright laws of the United States, foreign countries and international copyright conventions, all ancillary rights arising therefrom, all other rights of any nature and in any media, whether now known or hereafter devised, throughout the world, and the right to sue and recover for any past infringement of any such rights.

4.6  Responsibility for Submissions

(a) To the extent that we allow submissions on or through the Culch Website, you acknowledge that you are responsible for any material you may submit via the Culch Website, including the copyright, legality, reliability, appropriateness, and originality of any such material.

(b) You represent and warrant (and Culch is relying on your representation and warranty) that (i) you own or otherwise control all the rights or have sufficient rights to the Feedback and other information you submit or otherwise provide to us (collectively, the “Submitted Information”) or that such items are known to you to be in the public domain; (ii) the Submitted Information is accurate and is not confidential, proprietary, or infringing of any third-party intellectual property rights; (iii) our or our vendors or licensors use of the Submitted Information does not violate any provision in these Terms, third-party intellectual property rights, or terms you may have agreed to with a third party; (iv) the Submitted Information does not constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability; (v) the Submitted Information is not defamatory, fraudulent, harassing, invasive of privacy or publicity rights, libelous, obscene, pornographic, or threatening; (vi) you do not and the Submitted Information does not violate any applicable law, statute, ordinance, or regulation; and (vii) you are not listed on any U.S. Government list of prohibited or restricted parties, including the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any list of known or suspected terrorists, terrorist organizations or other prohibited persons.

4.7. Right to Remove Material, Disable Features, and Suspend Access.

Culch reserves the right, without notice and in our sole discretion, to suspend or terminate your license to use the Culch Website, Content, and other components of the Services, to terminate your rights under these Terms, and to block or prevent future access to and use of the Services and Content. Culch further reserves the right to do any of the following, at any time, for any reason, and without notice: (a) to modify, suspend, or terminate operation of or access to the Licensed Materials, or any portion of the Licensed Materials, including, without limitation, disabling all or any social media features and any links; (b) to modify or change the Licensed Materials, or any portion of the Licensed Materials, and, except as otherwise provided in these Terms or our Privacy Policy, modify or change any applicable policies or terms; and (c) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or make other changes.