This Core365 End User License Agreement (“EULA”) is a legal agreement between you and Core365 ERP LLC (“Core365,” “we,” “us,” or “our”) governing your access to and use of the Core365 software-as-a-service applications, Mobile Applications, Documentation, and related functionality made available to you (collectively, the “SaaS Offerings”).
PLEASE READ THIS EULA CAREFULLY. YOU MAY ACCESS OR USE THE SAAS OFFERINGS ONLY IF A BUSINESS OR OTHER ENTITY THAT HAS ACQUIRED ACCESS TO THE SAAS OFFERINGS FROM CORE365 ("CUSTOMER") HAS AUTHORIZED YOU TO DO SO. BY CLICKING OR OTHERWISE INDICATING ACCEPTANCE, DOWNLOADING OR INSTALLING A MOBILE APPLICATION, OR ACCESSING OR USING THE SAAS OFFERINGS AFTER THIS EULA IS PRESENTED, YOU AGREE TO BE BOUND BY THIS EULA. IF YOU ARE NOT AUTHORIZED BY A CUSTOMER OR DO NOT AGREE TO THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SAAS OFFERINGS.
THIS EULA CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION AND JURY TRIAL WAIVERS THAT AFFECT YOUR RIGHTS. EXCEPT AS PROVIDED IN SECTION 14 OR IF YOU TIMELY OPT OUT, COVERED DISPUTES BETWEEN YOU AND CORE365 WILL BE RESOLVED BY INDIVIDUAL ARBITRATION RATHER THAN IN COURT.
1. CUSTOMER AUTHORIZATION AND APPLICABLE AGREEMENTS
(a) Customer Authorization. Your right to access and use the SaaS Offerings arises solely from authorization granted by Customer under Customer's agreement with Core365 (the “Customer Agreement”). You may access and use the SaaS Offerings only on Customer's behalf, within the scope of Customer's rights under the Customer Agreement, and while Customer continues to authorize your access. Customer may establish, administer, restrict, suspend, and terminate your Account, permissions, roles, and access. You will comply with Customer policies and instructions applicable to your access and use.
(b) Compliance with the Customer Agreement. The Customer Agreement may contain requirements and restrictions applicable to the SaaS Offerings and your use on Customer's behalf. You will not access or use the SaaS Offerings in a manner that would cause Customer to exceed or violate its rights or obligations under the Customer Agreement.
2. LICENSE AND AUTHORIZED USE
(a) Limited License and Access Rights. Subject to this EULA, the Customer Agreement, Customer authorization, and applicable Documentation, Core365 grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable right to access and use the SaaS Offerings solely on Customer's behalf and for Customer's internal business purposes during the period Customer authorizes your access and the applicable Customer rights remain in effect. To the extent the SaaS Offerings include a Mobile Application made available for download or installation, Core365 also grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable license during that period to download, install, operate, and use the Mobile Application on a compatible device that you own or control, solely to access and use the SaaS Offerings on Customer's behalf and in accordance with this EULA, the Customer Agreement, Customer authorization, and applicable Documentation.
(b) Account Based and Customer Dependent Access. You may access and use the SaaS Offerings only through your assigned Account and within the permissions, functionality, and scope made available by Customer and Core365. No right to acquire, access, or use the SaaS Offerings, and no license to download, install, operate, or use a Mobile Application, independently of Customer is granted by this EULA.
3. ACCOUNTS AND CREDENTIALS
(a) Account Information and Credential Security. You will provide accurate and current Account information, safeguard your username, password, access tokens, and other credentials, and not allow another person to use your Account or credentials. You will promptly notify Customer and Core365 if you know or suspect that your Account or credentials have been lost, stolen, compromised, or used without authorization.
(b) Account Responsibility and Administrative Control. You are responsible for activity conducted through your Account. Core365 may rely on instructions and actions submitted through valid credentials until Core365 has received and had a reasonable opportunity to act on notice that the credentials have been compromised. Customer and its administrators may access, manage, monitor, and control your Account and information associated with it.
4. RESTRICTIONS
You will not:
- access or use the SaaS Offerings except as authorized by Customer, the Customer Agreement, this EULA, and the Documentation;
- share credentials, access another person's Account, impersonate another person, or misrepresent your identity or authority;
- copy, modify, translate, adapt, distribute, sell, lease, sublicense, or commercially exploit the SaaS Offerings or Documentation except as expressly permitted;
- reverse engineer, decompile, disassemble, decode, or attempt to discover source code, underlying ideas, algorithms, file formats, or interfaces, except where applicable law prohibits the restriction;
- circumvent authentication, access, usage, security, or technical controls;
- introduce malicious code or interfere with, disrupt, damage, disable, overburden, or impair the SaaS Offerings or related systems;
- use automated means to scrape, crawl, extract, or data mine the SaaS Offerings except through interfaces Core365 expressly authorizes;
- remove or alter copyright, trademark, or proprietary notices;
- use the SaaS Offerings or nonpublic information concerning them to build or improve a competing offering or publish benchmarking or comparative results without Core365's prior written consent; or
- access or use the SaaS Offerings for an unlawful, fraudulent, deceptive, abusive, or unauthorized purpose or in violation of another person's rights.
5. CUSTOMER DATA AND INFORMATION
(a) Information Processed on Customer’s Behalf. Information you submit, transmit, store, or otherwise process through the SaaS Offerings is processed on Customer's behalf and is governed by the Customer Agreement and Customer's instructions. You represent that Customer has authorized you to provide and process that information through the SaaS Offerings. You will not submit or process information beyond the scope of Customer's authorization.
(b) Privacy Notices. The Core365 Privacy Policy describes how Core365 processes personal data for its own purposes. Customer may provide separate privacy notices concerning information processed on Customer’s behalf.
6. CONDITIONAL FUNCTIONALITY AND THIRD PARTY SERVICES
(a) Conditional and Specialized Functionality. Functionality available to you depends on the SaaS Offerings acquired by Customer, Customer's configuration, your permissions, supported devices and systems, and Third Party Services. If AI-assisted or automated functionality is available, you are responsible for your inputs and instructions and for appropriate review of results before reliance or use. If communications, recording, document, electronic signature, finance, lender, payment, or similar functionality is available, you will use it only as authorized by Customer and in compliance with applicable law and Customer requirements.
(b) Third Party Services. The SaaS Offerings may connect to or permit use of third party products, services, platforms, applications, devices, or networks. Third parties control their offerings, terms, privacy practices, security, availability, and changes. Core365 is not responsible for a Third Party Service or for loss arising from your access to or use of it. You will comply with applicable third party terms.
7. OWNERSHIP AND FEEDBACK
(a) Core365 Ownership. Core365 and its licensors own and retain all right, title, and interest in and to the SaaS Offerings, software, technology, Documentation, interfaces, designs, methods, templates, models, content, marks, improvements, modifications, enhancements, additions, derivatives, analytics, and related Intellectual Property. Except for the limited rights expressly granted by this EULA, including the license applicable to a Mobile Application under Section 2, you receive no right, title, or interest in the foregoing.
(b) Feedback. If you provide ideas, advice, recommendations, proposals, suggestions, comments, or other feedback concerning the SaaS Offerings, Core365 may disclose, use, modify, incorporate, and otherwise exploit that feedback for any purpose without restriction or compensation. You will not provide Customer Confidential Information or Customer Data as feedback.
8. UPDATES AND CHANGES TO THE SAAS OFFERINGS
(a) Updates and Technical Requirements. Core365 may provide updates, upgrades, patches, repairs, replacements, or other changes to the SaaS Offerings. Updates may be downloaded or installed automatically depending on device settings. You may be required to install an update, use a supported operating system or device, or use a current version to continue using functionality.
(b) Changes to Functionality. Core365 may add, modify, limit, suspend, replace, or discontinue functionality. Core365 does not promise that any feature, integration, functionality, or version will remain available except as expressly stated in the Customer Agreement.
9. APPLICATION MARKETPLACES
(a) General Application Marketplace Terms. A Mobile Application may be downloaded through an application marketplace, including the Apple App Store or Google Play. Your use of a marketplace is subject to your agreement with the marketplace operator. This EULA is between you and Core365, not the marketplace operator. Except as expressly provided in Section 9(b) for Apple, an application marketplace operator is not responsible for any Mobile Application, its content, maintenance, support, warranties, or claims relating to such Mobile Application. If this EULA conflicts with mandatory terms imposed by an application marketplace in connection with your authorized use of a Mobile Application, the mandatory application marketplace terms will apply solely to the extent of the conflict.
(b) Additional Terms for the Apple App Store. The following applies if you download or use a Mobile Application through the Apple App Store or on an Apple-branded product.
(1) Acknowledgement. You and Core365 acknowledge that this EULA is between you and Core365 only, and not with Apple, Inc. or any of its affiliates (“Apple”). Core365, not Apple, is solely responsible for each Mobile Application and its content. This EULA is not intended to provide usage rules for a Mobile Application that conflict with the Apple Media Services Terms and Conditions as of the date this EULA takes effect.
(2) Scope of License. The license granted to you for a Mobile Application is limited to a nontransferable license to use such Mobile Application on Apple-branded products that you own or control and as permitted by the Usage Rules in the Apple Media Services Terms and Conditions.
(3) Maintenance and Support. Core365 is solely responsible for providing any maintenance and support services for the Mobile Applications that Core365 agrees to provide or applicable law requires. You and Core365 acknowledge that Apple has no obligation to furnish maintenance or support services for any Mobile Application.
(4) Warranties. Core365 is solely responsible for any warranties applicable to a Mobile Application, whether express or implied by law, to the extent those warranties have not been effectively disclaimed under this EULA. If a Mobile Application fails to conform to an applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, you paid to Apple for such Mobile Application. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation with respect to such Mobile Application. Any other claims, losses, liabilities, damages, costs, or expenses attributable to a failure to conform to an applicable warranty are Core365’s responsibility, subject to this EULA.
(5) Product Claims. You and Core365 acknowledge that Core365, not Apple, is responsible for addressing claims by you or a third party relating to a Mobile Application or your possession or use of such Mobile Application, including: (1) product liability claims; (2) claims that such Mobile Application fails to comply with an applicable legal or regulatory requirement; and (3) claims arising under consumer protection, privacy, or similar laws. This provision does not expand Core365’s responsibility or liability beyond what applicable law requires or otherwise modify the disclaimers and limitations in this EULA.
(6) Intellectual Property Claims. You and Core365 acknowledge that, if a third party claims that a Mobile Application or your possession and use of such Mobile Application infringes that third party’s intellectual property rights, Core365, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of the claim to the extent required by this EULA or applicable law.
(7) Legal Compliance. You represent and warrant that: (1) you are not located in a country or region subject to a comprehensive embargo by the United States government or designated by the United States government as a “terrorist supporting” country or region; and (2) you are not listed on a United States government list of prohibited or restricted parties.
(8) Developer Contact Information. Questions, complaints, or claims concerning a Mobile Application may be directed to Core365 using the contact information in Section 18.
(9) Third Party Terms. You must comply with applicable third party terms when using a Mobile Application, including the terms of your wireless data, internet, and device providers.
(10) Third Party Beneficiary. You and Core365 acknowledge and agree that Apple and its subsidiaries are third party beneficiaries of this EULA as they relate to the Mobile Applications distributed through the Apple App Store. Upon your acceptance of this EULA, Apple will have the right to enforce those provisions against you as a third party beneficiary.
(c) Additional Terms for Google Play. The following applies if you download or use a Mobile Application through Google Play.
(1) Agreement with Core365. This EULA is between you and Core365, not Google LLC or its affiliates (“Google”). Core365, not Google, is responsible for each Mobile Application, its content, maintenance, support, and claims relating to such Mobile Application, except to the extent Google has separate obligations to you under an agreement between you and Google.
(2) Technical Support and Claims. Google is not responsible for providing technical support for any Mobile Application. Questions, complaints, or claims concerning a Mobile Application should be directed to Core365 using the contact information in Section 18.
(3) Compliance with Google Terms. Your use of Google Play and any Google products or services is subject to your agreement with Google. You must comply with applicable Google terms when downloading, installing, accessing, or using a Mobile Application.
(4) Third Party Beneficiary. Google and its affiliates are intended third party beneficiaries of this Section and may enforce this Section against you to the extent permitted by applicable law.
10. DISCLAIMER OF WARRANTIES
(a) “As Is” and “As Available” Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SAAS OFFERINGS, RESULTS, DOCUMENTATION, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. CORE365 DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, COMPATIBILITY, SECURITY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
(b) No Performance or Availability Warranties. CORE365 DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, COMPLETE, ACCURATE, SECURE, OR UNIVERSALLY COMPATIBLE OPERATION OR RESULTS; THAT DEFECTS WILL BE CORRECTED; THAT A FEATURE, INTEGRATION, OR VERSION WILL REMAIN AVAILABLE; OR THAT THE SAAS OFFERINGS WILL MEET YOUR OR CUSTOMER'S REQUIREMENTS. USE OF THE SAAS OFFERINGS, RESULTS, THIRD PARTY SERVICES, DEVICES, NETWORKS, AND INFORMATION IS AT YOUR OWN RISK TO THE EXTENT PERMITTED BY LAW.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, CORE365 AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF DATA, USE, REVENUE, PROFITS, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING FROM THE SAAS OFFERINGS OR THIS EULA, REGARDLESS OF THEORY AND EVEN IF ADVISED OF THE POSSIBILITY. THEIR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THE SAAS OFFERINGS OR THIS EULA WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE. NOTHING EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
12. INDEMNIFICATION
To the extent permitted by law, you will defend, indemnify, and hold harmless Core365 and its affiliates, licensors, service providers, officers, directors, employees, agents, successors, and assigns from third party claims, demands, actions, damages, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising from your unlawful, unauthorized, or prohibited access to or use of the SaaS Offerings; information or content you submit outside Customer's authorization; your violation of this EULA or applicable law; or your infringement, misappropriation, or violation of another person's rights.
13. SUSPENSION AND TERMINATION
(a) Grounds for Suspension or Termination. Core365 or Customer may restrict, suspend, or terminate your access if Customer revokes authorization; Customer's right to the applicable SaaS Offerings expires, terminates, or is suspended; you violate this EULA; your use creates a security, legal, operational, or technical risk; unauthorized or fraudulent use is suspected; restriction is required by law; or Core365 discontinues the applicable SaaS Offering. You may stop using the SaaS Offerings and uninstall a Mobile Application at any time, but doing so does not affect Customer's agreement or obligations with Core365.
(b) Immediate Action; Effect of Termination. Core365 may act immediately when reasonably necessary to prevent harm, address security or fraud, or comply with law. Upon termination of your authorization, your right to access and use the affected SaaS Offerings and your license to any applicable Mobile Application terminate. You must stop accessing and using the affected SaaS Offerings and uninstall or delete local Mobile Application copies where applicable. Provisions concerning ownership, data, disclaimers, liability limits, indemnification, dispute resolution, and general terms survive termination.
14. BINDING INDIVIDUAL ARBITRATION; CLASS ACTION AND JURY TRIAL WAIVERS
IMPORTANT, PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CORE365 AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
(a) Class Action and Jury Trial Waiver. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class action, class arbitration, or a consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.
(b) About Arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow this EULA as a court would.
(c) Arbitration Agreement.
(1) Agreement to Arbitrate. Except as otherwise provided, any controversy, dispute or claim arising from this EULA or relating in any way to your use of the SaaS Offerings will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”). You hereby waive any right to have any such controversy, claim or dispute litigated in a court.
(2) Applicable AAA Rules. The arbitration will be administered pursuant to the AAA Consumer Arbitration and Mediation Rules in effect at the time the AAA’s administrative filing requirements are satisfied (the “AAA Consumer Rules”). The AAA Consumer Rules are available at https://www.adr.org or by calling 1-800-778-7879.
(3) Binding Award and Enforcement. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
(4) Exceptions to Arbitration. There are some exceptions to this mandatory arbitration provision. Specifically, either party may assert claims in small claims court if your claims qualify. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
(5) Selection of Arbitrator. Claims shall be heard by a single arbitrator.
(6) Location and Format of Proceedings. Any arbitration will occur in a manner determined in accordance with the AAA Consumer Rules, including with respect to the locale and hearing format (which may include in-person, telephone/video, or written submissions), provided that the proceeding must be reasonably accessible to you.
(7) Written Submissions. If the amount of the claim is for $25,000 or less, the dispute will be submitted to the arbitrator based only on written submissions unless otherwise determined pursuant to the AAA Consumer Rules. For the avoidance of doubt, the foregoing does not prohibit or otherwise restrict you from requesting a hearing for any claim regardless of the amount of any claim. Any such request will be decided by the arbitrator under the AAA Consumer Rules.
(8) Representation. You may be represented by counsel or another person of your choosing.
(d) Opting Out of Arbitration. If you do not want to be bound by this agreement to arbitrate, you may opt-out. If you wish to opt-out of the agreement to arbitrate, you must send us a letter stating: “Request to Opt-Out of Agreement to Arbitrate” to the address below within forty-five (45) days of the effective date of this EULA or your first access to or use of the SaaS Offerings, whichever is later.
Core365 ERP LLC
1064 S North County Blvd, Suite #260
Pleasant Grove, Utah 84062
(e) How to Start an Arbitration Proceeding.
(1) Initiating Arbitration and Providing Notice. You may initiate arbitration by filing a Demand for Arbitration with the AAA in accordance with the AAA Consumer Rules. You may also send a written notice of your claim to our registered agent, Brad Leeflang, 1064 S North County Boulevard, Suite 260, Pleasant Grove, Utah 84062.
(2) Arbitration Fees. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Consumer Rules and the AAA Consumer Arbitration Fee Schedule, including the cap on consumer administrative filing fees.
(f) Federal Arbitration Act. This agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-15 (“FAA”), and not by state law. This agreement to arbitrate is intended to be interpreted broadly pursuant to the FAA.
15. GOVERNING LAW AND COURT VENUE
Except for Section 14, which is governed by the FAA, Utah law governs this EULA without regard to conflicts principles. A dispute not subject to arbitration, including one for which you timely opt out, must be brought in the state courts located in Utah County, Utah or the federal court having jurisdiction over Utah County, and the parties consent to personal jurisdiction and venue there, except where applicable law provides a nonwaivable forum right.
16. CHANGES TO THIS EULA
Core365 may update this EULA and make the revised version available through the SaaS Offerings, website, or another reasonable method. Core365 will provide additional notice or obtain additional acceptance where required by law or reasonably appropriate for a material change. Changes apply prospectively and do not retroactively alter accrued disputes. If you do not agree to an updated EULA, you must stop accessing and using the SaaS Offerings.
17. GENERAL TERMS
(a) Entire Agreement. This EULA constitutes the entire agreement between you and Core365 concerning your access to and use of the SaaS Offerings and supersedes prior or contemporaneous understandings concerning that subject.
(b) Severability. If any provision of this EULA is held invalid or unenforceable, that provision will be enforced to the greatest extent permitted by law, and the remaining provisions will remain in effect.
(c) No Waiver. Core365’s failure to enforce a provision of this EULA is not a waiver of that provision or Core365’s right to enforce it later.
(d) Assignment. You may not assign this EULA or your rights under them without Core365’s prior written consent. Core365 may assign this EULA in connection with a merger, acquisition, reorganization, sale of assets, change of control, or transfer of the SaaS Offerings or related business.
(e) Headings. Headings are provided for convenience and do not affect interpretation.
18. CONTACT INFORMATION
Questions, complaints, or concerns concerning the SaaS Offerings or this EULA may be directed to:
Core365 ERP LLC
1064 S North County Blvd, Suite #260
Pleasant Grove, Utah 84062
support@core365.io (for support)
legal@core365.io (for legal matters)