Last Updated: 5.14.2024
This Core365 Terms of Use Agreement (the “Terms”) governs your access to and participation in the “Platform” (defined below) including any functionality, content, or services offered on or through core365.io and made available by Core365, LLC. and its affiliates. Core365 , LLC and its affiliates are herein referred to as “Core365”, “we”,“our”, or “us”. All references to “you”, “your”, or “user”, as applicable, mean the person who accesses, uses and/or participates in the Platform in any manner.
If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity and your acceptance of these Terms will be deemed an acceptance of these Terms by that entity, and “you”, “your”, or “user” herein shall refer to that entity, its directors, officers, employees and agents.
Please read these Terms carefully. By using the Platform or creating an account you accept and agree to be bound and abide by these Terms and you acknowledge our Privacy Policy, which is incorporated herein by reference, and can be found clicking here https://www.core365.app/privacy-policy. If you do not agree to these Terms or acknowledge the Privacy Policy, you may not access or use the Platform.
Access to and use of the Platform is available only to individuals who are at least 18 years of age and can form legally binding contracts under applicable law. By accessing the Platform, you represent and warrant that you are such an individual.
Core365's customer support team is active during normal business hours on normal business days and you may submit a request to the customer support team if you have any questions regarding the Platform or Terms here hello@core365.io. We will make reasonable efforts to respond to such requests within three (3)business days.
KEY TERMS
Confidential Information means non-public information of a party to these Terms and includes, but is not limited to, the know-how; trade secrets; information about existing, new, or envisioned products, services, or features and their development and performance; any scientific, engineering, or technical information; computer software; business and financial information; and information relating to manufacturing, marketing, sales, customers, and pricing. Confidential Information also includes information received by a party from others that the party has an obligation to treat as confidential. Confidential Information does not include: (i) information rightfully possessed by a receiving party, as shown by reliable evidence, prior to any disclosure by the other party; (ii) information that is or becomes generally available to the public through no fault of the receiving party; (iii) information obtained by the receiving party in good faith from a third party who discloses such information to such party on a non-confidential basis without violating any obligation of secrecy relating to the information disclosed; or (iv) information that the receiving party independently develops without access to the information of the disclosing party.
Platform means Core365's Artificial Intelligence (AI) proposal tool that you use to create a preliminary proposal for an installation at an end-user’s property. Platform also includes any websites, applications, software, processes, or other online or software-based services provided by or through Core365.
End-User is a person who is your customer and who requests generation of a preliminary proposal via the Platform.
Proposal Data includes the data input into the Platform as part of generating a preliminary proposal and any personally identifiable data of an End-User including, for example, the name and address of the End-User.
Usage Data means non-personally identifiable data related to usage of the Platform including, for example and without limitation, the number of uses of the Platform, dates and times of such uses, the length of time of such uses, various counts of activity, geolocation, and any errors or unexpected operation of the Platform.
Your Data means all non-public materials, data, and information provided by you to Core365 including, without limitation, End-User data, your Confidential Information, content developed by you, and all intellectual property rights thereto.
OVERVIEW
1. Description of the Platform.
1.1. Service Provided via the Platform. As mentioned, the Platform enables you to generate a preliminary proposal for an installation at an End-User’s property.
2. Functionality of the Platform. Core365 providescertain service functionalities as a part of the Platform. Core365 may add other functionalities and/or modify some of the functionalities at its owndiscretion and without further notice.
3. Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Platform to any third party, including, but not limited to your affiliates, or use the Platform in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform; (iii) reverse engineer, decompile or disassemble, decrypt or attempt to derive the source code of, the Platform, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change, or create any derivative works of the Platform, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access or monitor the Platform for any purpose; (vi) take any action that imposes or may impose (at Core365's sole discretion) an unreasonable or disproportionately large load on the Core365 infrastructure or infrastructure which supports the Platform; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform, or any related activities; (viii) remove, deface, obscure, or alter Core365's or any third party’s identification or attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform, or use or display logos of the Platform, without Core365's prior written approval; (ix) use Core365's marks without our prior written consent; (x) use the Platform to develop a competing service or product; (xi) use the Platform to send unsolicited or unauthorized commercial communications; (xii) use the Platform in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose, or in breach of these Terms, any terms and conditions of any third-party product or service you use, or agreement you have entered into with any third party; and/or (xiii) use or access the Platform other than for their intended purposes.
4. Fees and Payment Terms. Use of the Platform is based subject to usage fees, set-up fees, and optional customization fees. Your right to use the Platform begins when you have paid the set-up fee and completed the set-up process. Payments are not refundable. Your right to use the Platform ends if your account is inactive for thirty (30) or more days or you actively cancel your access to the Platform and/or your account by submitting a request through our email hello@core365.io. All data associated with your account will be deleted thirty (30) days after your access to the Platform ends.
5. Availability of Service (SLA)
We will use commercially reasonable efforts to make the Platform available with a monthly uptime percentage of at least 99.99%. The monthly uptime percentage is calculated by subtracting from 100% the percentage of minutes during the month in which the service is not available. In the event Core365 does not meet this availability, you will be eligible to receive a refund as described below.
5.1 Refunds. In the event of the Platform is not availableas described above, you get 1% of the total amount of the last invoice, per 10minutes of unavailability, limited to 100% of the total invoice amount. Toreceive a refund, you must submit a claim, which contains at least thefollowing information:
· the dates and times of each unavailability incident that you’re claiming; and
· your request logs that document the errors and corroborate your claimed outage.
5.2 SLA Exclusions. You are not eligible to receive a refund if the outage:
· results from any announced maintenance (maintenance periods are announced on the service status page); or
· is caused by corrupt or incompatible requests or files provided by you; or
· is caused by unsupported input files; or
· is caused by factors outside of our reasonable control, including any force majeure event or internet access or related problems beyond the demarcation point of Core365.
6. Content.
6.1. Core365 Content and Materials. The Platform and associated content may only be used in accordance with these Terms. All materials displayed or performed on the Platform, including, but not limited to text, graphics, articles, photographs, images, illustrations (“Platform Materials”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Platform Materials accessed through the Platform, and, without limiting your right to share such Platform Materials with associated End-Users as part of a generated preliminary proposal, shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purposes whatsoever any Platform Materials or other proprietary materials not owned by you without the express prior written consent of the respective owners.
6.2. Content You Provide. In the course of using the Platform, you may provide content whether created by or for you, including but not limited to, graphics, images, files, photos, animation, artwork, text, data, information, scripts, or other material or information which may be used by Core365 in connection with the Platform as provided by Core365 to you. You understand that by providing content, materials, data (including any personally identifiable data), or information (including without limitation information relating to your customers) to Core365 or in connection with the Platform (“Content You Provide”), you hereby grant Core365 a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable, and transferable right to use, process, store, copy, reproduce, reformat, translate, modify, and create derivative works of Content You Provide in connection with Core365's provision of the Platform to you as well as in connection with internal use by Core365 to improve the Platform. For clarity, the foregoing license grant to Core365 does not affect your ownership of or right to grant additional licenses to the material in Content You Provide or any confidentiality obligations of Core365 with respect to Content You Provide otherwise set forth in these Terms.
6.3. Responsibility. You represent and warrant that: (i) youown or have obtained necessary rights (including intellectual property andother rights) in and to the Content You Provide and you have the right toprovide Content You Provide and the license granted in these Terms to useContent You Provide as stated in Section 6.2 above; (ii) Content You Provide,as set forth in these Terms (including in any applicable privacy policy), doesnot and shall not (a) infringe or violate the intellectual property rights orproprietary rights, rights of publicity or privacy, or other rights of anythird party, (b) violate any law, statute, ordinance, or regulation, (c) beharmful, fraudulent, deceptive, threatening, abusive, harassing, tortious,defamatory, vulgar, obscene, libelous, or otherwise objectionable, (d)impersonate any person or entity, including without limitation any employee orrepresentative of Core365, or (e) contain a virus, trojan horse, worm, timebomb, or other harmful computer code, file, or program. Core365 reservesthe right to remove any content from the Platform at any time, for any reason(including, but not limited to, upon receipt of claims or allegations fromthird parties or authorities relating to such content or if Core365 is concerned that you may have breached the immediately preceding sentence), orfor no reason at all. You are responsible to back up Content You Provide beforeuploading it onto our Platform. Core365 may add, change, suspend or discontinue the Platform, in whole or in part, for any reason, at any time,including the availability of any feature, or Content You Provide, withoutnotice or liability to you. Core365 shall not be responsible nor heldliable for any failures, errors, unavailability, and/or damages to Content YouProvide and does not assume responsibility for the accuracy, completeness,safety, timeliness, legality, or applicability of any Content You Provide.
7. Intellectual Property Rights.
7.1. Platform. Title and full, exclusive ownership rights in the Platform (and all parts of either, including the Platform Materials), and all reproductions, corrections, modifications, enhancements, and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage of the Platform (excluding Your Data), and Core365's intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Core365 (or its third-party providers). “Core365” is a mark of Core365 or its affiliates. All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Platform and the Platform Materials.
7.2. Content You Provide. The intellectual property and all other rights, title, and interest of any nature in and to Content You Provide are and shall remain your exclusive property. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title, or interests to Content You Provide to Core365 or any third party.
8. Confidential Information.
Except as otherwise permitted under this Agreement, you and Core365 will not knowingly disclose to any third party or make use of any Confidential Information while these Terms are in effect and for so long as such information remains confidential. This provision shall not be deemed to prevent the disclosures of information after having received prior consent from the other party, disclosures required by applicable law or a binding regulation, rule, or order of a court, governmental or regulatory body having competent authority and jurisdiction over same, or disclosures to the parties’ respective attorneys and accountants for legal and accounting advice. Upon any termination of your subscription to the Platform, you shall return to us (or destroy at Core365's direction) all Core365 Confidential Information, and all copies thereof, in your possession, custody, or control unless otherwise expressly provided in these Terms.
9. Data Rights and Use.
You represent and warrant that you have complied and will comply with all applicable laws related to the use, disclosure, and processing of, and have obtained all rights, authorization, and consents necessary to provide Your Data to Core365 for all uses required for the operation of the Platform and additional uses as outlined in this section. As between you and Core365, you shall retain ownership of the entire right, title, and interest in and to Your Data. No ownership rights in Your Data are transferred to Core365. Core365 shall maintain reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Your Data. However, and except as may be restricted by applicable privacy laws, you grant to Core365 and its affiliates a non-exclusive, perpetual, irrevocable, worldwide license to use, sample, collect, and compile Your Data in aggregated and/or de-identified form for the purposes of providing or maintaining, improving, and operating the Platform, or for any new or different products or services or other lawful purposes, including without limitation training of artificial intelligence and the generation of derivative data. As between you and Core365, Core365 owns all right, title, and interest in and to such de-identified, aggregated data, and/or derivative data and may use the same for all lawful purposes. In addition, we shall own Usage Data.
10. Termination by Core365. Core365 shall have the right to terminate your use of the Platform or to terminate the Platform at any time and without prior notice or liability to you. Notwithstanding, Core365 may terminate your use of the Platform at any time and without prior written notice in any case where it believes that you have breached these Terms and such breach may cause Core365 irreparable harm unless your account is terminated immediately. Upon termination of these Terms, you shall cease all use of the Platform.
11. Effect of Termination. Upon termination, you will lose all access to the Platform and to Content You Provide that we may be storing on your behalf. We do not accept any liability for any termination of the Platform or Content You Provide that is deleted in connection thereto. We shall not be liable to you or any third party for termination of your use of or access to the Platform, or any portion thereof. This Section 11 and Sections 3 (Restrictions), 6 (Content), 7 (Intellectual Property Rights), 9 (Data Rights and Use), 12 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15 (Disclosure), 20 (Governing Law and Disputes), and 21 (General), as well as any other provision which is intended to survive termination of the Terms or your subscription to the Platform, shall survive termination of these Terms and your subscription to the Platform.
12. Warranty Disclaimer.
12.1. The Platform is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Platform and for the selection of the Platform functionalities to achieve your intended results. CORE365 HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
12.2. CORE365 DOES NOT WARRANT THAT THE PLATFORM OR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR FREE THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
12.3. CORE365 OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM, INCLUDING WITHOUT LIMITATIONANY WARRANTY: (I) THAT THE PLATFORM, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT ALL VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS; AND (II) REGARDING THE BACKUP OR STORAGE OF CONTENT YOU PROVIDE ON OR BY THE PLATFORM.
12.4. CORE365 DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, REPORTS, OR RESULTS THAT YOU OBTAIN THROUGH THE PLATFORM. YOUR USE OF AND RELIANCE UPON THE PLATFORM, OR CONTENT AND DATA (INCLUDING END-USER DATA AND GENERATED PRELIMINARY PROPOSALS) IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND CORE365, ITS AFFILIATES, AND THIRD-PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.
12.5. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
13. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
13.1. IN NO EVENT WILL CORE365, ITS AFFILIATES, AND THIRD-PARTY PROVIDERS BE LIABLE UNDER OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR: (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE, OR GOODWILL; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
13.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CORE365, ITS AFFILIATES, OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE PLATFORM), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) FOR IN THE 6 MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
13.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITYSET FORTH IN THIS SECTION 13 SHALL APPLY: (I) EVEN IF CORE365 , ITSAFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEENAWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY INTHESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORYOR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT ORTORT).
13.4. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
14. Indemnification. You hereby warrant, represent, and agree to hold Core365 harmless and to indemnify Core365 and its respective affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, liabilities, loss, expenses, legal expenses (including but not limited to attorney’s fees), or costs incurred as a result of (i) your use of or inability to use the Platform; (ii) your violation of these Terms, including any false representation; and/or (iii) Your Data and Content You Provide infringing or otherwise violating third-party rights.
15. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena, or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property, or safety of Core365, its users, or the public.
16. Links. The Platform may contain links to third partywebsites that are not owned or controlled by Core365. We are not affiliatedwith, have no control over, and assume no responsibility for the content,privacy policies, or practices of, any third-party websites. You: (i) aresolely responsible and liable for your use of and linking to third partywebsites and any content that you may send or post to a third-party website;and (ii) expressly release us from any and all liability arising from your useof any third-party website. Accordingly, we encourage you to read the terms andconditions and privacy policy of each third-party website that you may chooseto visit.
17. Third Party Advertisements. The Platform may contain advertisements made by third parties. Core365 is not affiliated with, nor endorses, these ads. Core365 is not responsible for the privacy practices or the content of such third parties. Accordingly, Core365 encourages you to read the terms and conditions and privacy policy of each such third party that you choose to use or interact with.
18. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Core365 without restriction.
19. Modifications. We reserve the right, at our discretion,to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site and your continued use of the Platform thereafter means that you accept those changes.
20. Governing Law and Disputes. These Terms and any disputes between you and Core365 shall be governed by the laws of the State of Utah, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes between you and Core365 shall be the courts located in the County of Salt Lake City, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Core365 reserves the right to seek injunctive relief in any court in any jurisdiction.
21. General. These Terms and any order forms or separate license agreements represent the complete agreement concerning the Platform between you and Core365 and supersede all prior agreements and representations related to the subject matter hereof. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Core365, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture, or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
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