Core Terms of Service

1. Access to the Service; Authorized Users. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. Subject to User’s compliance with the terms and conditions of this Agreement, Core grants User a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the product (s) and/or service (s) (collectively, the “Service,” or “Services”) during the applicable Term (as defined below) for the internal business purposes of User, only as provided herein and only in accordance with Core’s applicable official user documentation for such Service (the “Documentation”).
2. Privacy Policy. Please review our Privacy Policy, which is incorporated into these Terms by this reference and which governs your use of the Services, and provides to you information regarding how Core collect, use and share your information.
3. Changes to these Terms. Core may update the Terms from time to time in its sole discretion. If we do, Core will let you know by posting the updated Terms on the Site and/or may also send other communications. If you continue to use the Services after Core has posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore.
4. Service Updates. From time to time, Core may provide upgrades, patches, enhancements, or fixes for the Services generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Core shall have no obligation under this Agreement or otherwise to provide any such Updates. User understands that Core may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that Core shall use commercially reasonable efforts to give User reasonable prior notice of any major changes.
5. Ownership; Feedback; Publicity. As between the parties, Core retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Core for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to User hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. User may (but is not obligated to) provide suggestions, comments or other feedback to Core with respect to the Service (“Feedback”). Feedback, even if designated as confidential by User, shall not create any confidentiality obligation for Core notwithstanding anything else. Core acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. User shall, and hereby does, grant to Core a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Core’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that User may develop, produce, market, or distribute.
6. Fees. Creating a user account with the Services is free. We may require payment of a fee for use of certain features of the Services and, if we do, we will inform you of the applicable fees and provide you with the applicable terms and conditions before you can use such features of the Services.
7. Restrictions; Representations. (A) Except as expressly set forth in this Agreement, User shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction) ; (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Core product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Core may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). User is responsible for all of User’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. User (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with User’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights. (B) User represents and warrants that (i) User is 18 years of age or older, (ii) User is not (a) a resident of or located in (and will not Use the Products in) a country or territory that the U.S. government has embargoed for Use of the Products, including Cuba, Iran, North Korea, Syria, or the Crimea region, (b) User is not named on the U.S. Treasury Department’s list of Specially Designated Nationals Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, © User is not on the Department of Commerce’s Bureau of Industry and Security’s Entity List, Denied Persons List, or Unverified List, (d) User is not on or any other applicable export control or trade sanctions list of restricted parties nor is otherwise targeted by U.S. sanctions or export control restrictions, (e) User is not owned (at 50% or greater level), directly or indirectly, by, or acting on behalf of, any individual or entity that is described under (iv) (a) through (e) ; (iii) its use of the Service will be in compliance with all applicable laws and regulations, including all applicable export control and trade sanctions laws and regulations as further described in (ii) above; (iv) User has obtained all necessary consents and permissions under applicable laws from individuals and other persons for its performance of this Agreement and its use of the Service (v) User has obtained and will maintain on an ongoing basis a valid legal basis to collect, process and transfer Customer Data to Core, as required under applicable law, rules and regulations; (vi) User has (and will have) all rights that are necessary to grant us the license rights in your Customer Data under these Terms and that neither your Customer Data, nor your use and provision of your Customer Data to be made available through the Services, nor any use of your Customer Data by Core on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law, rule or regulation; and (vii) User will not share, pass or transfer to Core any of the following data: personal information from anyone under the age of 13 (or under the age of 16 in California), Protected Health Information (as defined by HIPAA), or special categories of personal data, as referenced in Article 9 of the Regulation (EU) 2016/679 (General Data Protection Regulation) (“GDPR”).
8. Intellectual Property; Customer Data; Confidentiality. The Services may allow User to store or share data such as text, files, documents and images. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by User to the Service in the course of using the Service, other than Feedback. User shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein, and nothing in these Terms will be deemed to restrict any rights that User may have to Customer Data. By making Customer Data available through the Services User hereby grants to Core a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform User’s Customer Data in accordance with the Terms and the Privacy Policy or in connection with operating and providing the Services. This license, however, does not include the right to use private communications between Contractors and Users as part of the Project Management Service. User, not Core, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Core shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Core is not responsible to User for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to Core’s gross negligence or willful misconduct. User is responsible for the use of the Service by any person to whom User has given access to the Service, even if User did not authorize such use. User can remove their Customer Data by specifically deleting it, however in certain instances, some Customer Data may not be completely removed and copies may continue to exist on the Services. User agrees and acknowledges that Customer Data may be irretrievably deleted if User’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, User acknowledges and agrees that Core may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to User and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for Core’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Core’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Core in connection with User’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to User. User (for the purposes of this Section 8, the “Receiving Party”) understands that the Core (for the purposes of this Section 8, the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Core includes non-public information regarding features, functionality and performance of the Service. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or © was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.
9. Third Party Services. User acknowledges and agrees that the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Core is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. User is solely responsible for procuring any and all rights necessary for it to access Third Party Services (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Core does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between User and a third party provider is solely between User and such third party provider and is governed by such third party’s terms and conditions.
10. Term; Termination. This Agreement shall commence upon the date of User’s first use of the Services, and, unless earlier terminated in accordance herewith, shall last until User ceases use of the Service. Core may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. User may cancel their account and terminate this Agreement at anytime for any or no reason by closing its account by sending Core an email at support@bycore.com. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon expiration or termination, Core may delete any Customer Data, and Core will have no obligation to save or make any such Customer Data available to User or any other party.
11. Indemnification. User (for the purposes of this Section 12, the “Indemnitor”) shall defend, indemnify, and hold harmless Core, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Data or User’s use of the Service infringes, violates, or misappropriates any third party intellectual property or proprietary right, (ii) any breach of User’s representations and warranties or violations of User’s obligations in this Agreement, (iii) your access to or use of the Services, and (iv) any violation of these Terms. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure) ; (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense) ; and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
12. Warranty and Disclaimer. Core shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Assistance in a professional and workmanlike manner. Core does not warrant that the Service will be error-free or that any errors in the Service will be corrected. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION AND CORE EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY TO YOU OR ANY THIRD PARTY RELATING THERETO. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES.

13. LIMITATION OF LIABILITY; CONSEQUENTIAL DAMAGES WAIVER; RELEASE AND WAIVER. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 11, AND FOR USER’S BREACH OF SECTION 7 (A) OR ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 8, IN NO EVENT SHALL CORE, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE FEES PAID (OR PAYABLE) BY USER TO CORE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CORE AND YOU. YOU FURTHER AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION ALLOCATES THE RISKS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

USER HEREBY AGREES TO RELEASE CORE, ITS AFFILIATES AND SUBSIDIARIES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE. You hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

14. Dispute Resolution. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES AND CLAIMS WITH CORE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CORE. Core and User mutually agree to the dispute resolution procedure set forth in this section to resolve any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights. The parties will first attempt in good faith to resolve the Dispute by informal negotiation (which may include non-binding mediation if agreed by the parties). The informal negotiation period will begin when the party asserting the Dispute sends a written notice to the other party describing the facts and circumstances of the Dispute. If, after sixty (60) days from the date the notice of Dispute is sent the parties are unable to resolve the Dispute (unless the parties have agreed to extend the informal dispute resolution period by mutual written agreement), either party may commence binding individual arbitration and not in a class, representative or consolidated action or proceeding, subject to this section. BY ENTERING INTO THIS AGREEMENT, USER AGREES IT IS HEREBY GIVING UP ITS RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.
    1. Class Action Waiver. YOU ACKNOWLEDGE AND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND THAT YOU AND CORE ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER AGAINST THE OTHER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND CORE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
    2. Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and (if and only if applicable to the nature of the dispute and nature of the parties) the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect except as modified by this section. The arbitration shall be conducted in English. The Federal Arbitration Act will govern the interpretation and enforcement of this Section. The award in the arbitration shall be final and binding. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The parties agree and consent to personal jurisdiction, service of process and venue in any federal or state court within the State California in connection with any action brought to enforce an award in arbitration.
    3. Process, Location, and Procedure. A party that desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Unless the parties otherwise agree, the arbitration will be conducted in San Francisco, California. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the parties submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If a claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
    4. Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $10,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11 (b)). Core shall not seek to recover the administration and arbitrator fees Core is responsible for paying, unless the arbitrator finds your Dispute frivolous.
    5. If any portion of this Section 14 (Dispute Resolution) is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from this Agreement; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
15. Miscellaneous. This Agreement represents the entire agreement between User and Core with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and Core with respect thereto. The Agreement shall be governed by and construed in accordance with the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, excluding its conflicts of law rules. Except as otherwise expressly set forth in Section 14 (Dispute Resolution) or in the event that the arbitration provision in Section 14 (Dispute Resolution) is found to be unenforceable, the sole jurisdiction and venue for any Disputes shall be the state and federal courts located in the Northern District of California, and each party hereby consents to the exclusive jurisdiction and venue of such courts. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; pandemic; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. This Agreement is not assignable, transferable or sublicensable by User except with Core’s prior written consent. Core may transfer and assign any of its rights and obligations under this Agreement without consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952−5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services. If you have any questions about these Terms or the Services, please contact Core at support@bycore.com.