These Core365 Terms of Use (“Terms”) apply to your access to and use of the public websites, webpages, online resources, content, and public-facing features owned or operated by Core365 ERP LLC (“Core365,” “we,” “us,” or “our”) that link to these Terms (collectively, the “Website”).
PLEASE READ THESE TERMS CAREFULLY. BY VISITING OR INTERACTING WITH OUR WEBSITE, YOU ARE ENTERING INTO A BINDING CONTRACT WITH US IN ACCORDANCE WITH THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE OUR WEBSITE.
THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION AND JURY TRIAL WAIVERS THAT AFFECT YOUR RIGHTS. EXCEPT AS PROVIDED IN SECTION 12 OR IF YOU TIMELY OPT OUT, COVERED DISPUTES BETWEEN YOU AND CORE365 WILL BE RESOLVED BY INDIVIDUAL ARBITRATION RATHER THAN IN COURT.
1. COOKIES, PIXELS, SESSION REPLAY AND OTHER TRACKING TECHNOLOGIES
WE USE COOKIES, PIXELS, AND OTHER TRACKING TECHNOLOGIES (“TRACKING TECHNOLOGIES”) ON OUR WEBSITE. WE USE TRACKING TECHNOLOGIES TO COLLECT AND PERFORM DATA ANALYTICS AND TO RECORD HOW YOU INTERACT WITH OUR WEBSITE AND WEBSITE CONTENT. BY VISITING AND USING OUR WEBSITE, YOU ARE CONSENTING TO OUR USE OF TRACKING TECHNOLOGIES AND UNDERSTAND AND AGREE THAT WE MAY DISCLOSE PERSONAL DATA ABOUT YOU THAT WE COLLECT THROUGH TRACKING TECHNOLOGIES WITH OUR THIRD PARTY ANALYTICS PARTNERS. FOR MORE INFORMATION ABOUT HOW WE USE TRACKING TECHNOLOGIES, PLEASE SEE OUR PRIVACY POLICY.
2. ELIGIBILITY
You may use the Website only if you are legally able to enter into these Terms. If you access or use the Website on behalf of a business or other entity, you represent that you have authority to bind that entity to these Terms. The Website is not directed to children. Do not use the Website if applicable law prohibits you from doing so.
3. RIGHT TO ACCESS AND USE THE WEBSITE
Subject to your compliance with these Terms, Core365 grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable right to access and use the Website and Website Content for lawful informational and internal business purposes. As used in these Terms, “Website Content” means text, software, code, graphics, images, audio, video, designs, interfaces, downloads, documentation, and other materials Core365 makes available through the Website.
4. ACCEPTABLE USE
You will not:
- use the Website for an unlawful, fraudulent, deceptive, abusive, or unauthorized purpose;
- impersonate another person or entity or misrepresent your identity, affiliation, or authority;
- infringe or misappropriate Core365 intellectual property or another person's rights;
- copy, modify, distribute, reproduce, republish, sell, lease, sublicense, create derivative works from, or commercially exploit the Website or Website Content except as expressly permitted;
- use the Website or nonpublic information about it to build or improve a competing offering or publish benchmarking or comparative results without Core365's prior written consent;
- interfere with, disrupt, damage, disable, overburden, or impair the Website or related systems;
- introduce malicious code or harmful material;
- attempt to gain unauthorized access to an account, system, network, or data;
- circumvent authentication, access, usage, security, or technical controls;
- use a robot, spider, crawler, scraper, extraction tool, or other automated means to access, monitor, copy, or extract Website Content except through interfaces Core365 expressly authorizes; or
- remove or alter any copyright, trademark, or proprietary notice.
5. WEBSITE ACCOUNTS AND SUBMISSIONS
(a) Website Accounts and Credentials. If the Website permits you to create an account or use a similar feature, you will provide accurate and current information, safeguard your credentials, and promptly notify Core365 of known or suspected unauthorized access. You are responsible for activity conducted through your account or credentials.
(b) User Submissions. If you submit information, files, communications, or other material through the Website, you represent that you have authority to submit it and that it does not violate law or third party rights. You grant Core365 a nonexclusive, worldwide, royalty-free right to receive, store, reproduce, transmit, display, process, and otherwise use the submitted material as reasonably necessary to respond to your request, operate and secure the Website, enforce these Terms, and comply with law.
(c) Feedback. If you provide ideas, advice, recommendations, proposals, suggestions, comments, or other feedback concerning Core365 or the Website, Core365 may disclose, use, modify, incorporate, and otherwise exploit that feedback for any purpose without restriction or compensation.
6. OWNERSHIP
(a) Core365 Intellectual Property. Core365 and its licensors own and retain all right, title, and interest in and to the Website, Website Content, software, code, technology, interfaces, designs, methods, documentation, marks, improvements, modifications, enhancements, additions, derivatives, analytics, and related intellectual property. Except for the limited right expressly granted under Section 3, you receive no right, title, or interest in the foregoing.
(b) Trademarks and Other Marks. Core365 names, logos, product names, and service names are owned by Core365 or its affiliates. You may not use them without prior written authorization. Third party names and marks appearing on the Website belong to their respective owners.
7. THIRD PARTY LINKS AND SERVICES
The Website may link to or interact with third party websites, scheduling tools, marketplaces, social media services, or other resources. Links are provided for convenience or functionality and do not imply endorsement. Third parties control their services, content, terms, privacy practices, security, and availability. Core365 is not responsible for a third party service or for loss arising from your access to or reliance on it. Your use is at your own risk and subject to applicable third party terms.
8. PRIVACY
We may collect certain personal data from or about you, including when you use our Website or otherwise interact with us. To learn more about how we collect, use, disclose, and secure your personal data, please see our Privacy Policy.
9. ELECTRONIC COMMUNICATIONS
When you use the Website or communicate with us electronically, you consent to receive records and communications related to that interaction electronically where permitted by law. Electronic agreements, notices, disclosures, and communications satisfy applicable writing requirements to the extent permitted by law.
10. WEBSITE CHANGES; SUSPENSION; TERMINATION
(a) Changes to the Website. Core365 may change, suspend, restrict, replace, or discontinue all or part of the Website or Website Content at any time and is not obligated to maintain a particular public Website feature.
(b) Suspension or Termination of Access. Core365 may restrict, suspend, or terminate access if Core365 reasonably believes you violated these Terms, your use creates a security, legal, operational, or technical risk, your use is fraudulent or abusive, or restriction is required by law. Core365 may act immediately where reasonably necessary to prevent harm.
(c) Effect of Termination; Survival. When your right to access and use the Website ends, the rights granted under Section 3 terminate and you must discontinue access and use. Provisions concerning ownership, submissions, disclaimers, liability limits, indemnification, dispute resolution, and general terms survive termination.
11. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION
(a) Disclaimers. TO THE FULLEST EXTENT PERMITTED BY LAW, THE WEBSITE AND WEBSITE CONTENT 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, COMPLETENESS, TIMELINESS, SECURITY, AVAILABILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CORE365 DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR COMPATIBLE WITH EVERY DEVICE, BROWSER, NETWORK, OR THIRD PARTY SERVICE; THAT DEFECTS WILL BE CORRECTED; OR THAT WEBSITE CONTENT WILL ALWAYS BE CURRENT. YOUR USE AND RELIANCE ARE AT YOUR OWN RISK.
(b) Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, CORE365 AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE “CORE365 PARTIES”) WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF DATA, USE, REVENUE, PROFITS, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING FROM THE WEBSITE, WEBSITE CONTENT, OR THESE TERMS, REGARDLESS OF THEORY AND EVEN IF ADVISED OF THE POSSIBILITY.
(c) Limitation of Liability. THE CORE365 PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THE WEBSITE, WEBSITE CONTENT, OR THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS APPLY NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE AND ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
(d) Indemnification. To the extent permitted by law, you will defend, indemnify, and hold harmless the Core365 Parties from third party claims, demands, actions, damages, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising from your access to or use of the Website; information, content, or materials you submit through the Website; your violation of these Terms or applicable law; or your infringement, misappropriation, or violation of another person's rights. Core365 will provide prompt notice and reasonable cooperation. You may not settle a claim in a manner that admits fault by, imposes an obligation on, or fails to fully release a Core365 Party without Core365's prior written consent.
12. 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 these Terms as a court would.
(c) Arbitration Agreement.
(1) Agreement to Arbitrate. Except as otherwise provided, any controversy, dispute or claim arising from these Terms or relating in any way to your access to or use of the Website or Website Content 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 these Terms or your first access to or use of the Website or Website Content, 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.
13. GOVERNING LAW AND COURT VENUE
Except for Section 12, which is governed by the FAA, Utah law governs these Terms 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.
14. CHANGES TO THESE TERMS
Core365 may revise these Terms and will post or otherwise make revised Terms available with an updated "Last Updated" date. Core365 will provide additional notice or obtain additional assent where required by law or reasonably appropriate for a material change. Changes apply prospectively and do not retroactively alter a dispute that accrued before their effective date. Your continued use of the Website after revised Terms take effect constitutes acceptance to the extent permitted by law. If you do not agree, you must stop accessing and using the Website.
15. ASSIGNMENT; WAIVER; SEVERABILITY
You may not assign these Terms or your rights without Core365's prior written consent. Core365 may assign them in connection with a merger, reorganization, change of control, financing, or transfer of the Website or related business. A prohibited assignment is void. Core365's failure or delay to enforce a provision is not a waiver. A waiver must be written and applies only to the circumstance stated. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and modified only as necessary.
16. NO THIRD PARTY BENEFICIARIES; ENTIRE AGREEMENT
These Terms create no third party beneficiary rights. These Terms are the entire agreement between you and Core365 concerning access to and use of the Website and Website Content and supersede prior agreements concerning that subject.
17. CONTACT
Questions, complaints, or concerns concerning the Website, Website Content, or these Terms 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)