Case Studies – CorePLUS

Terms Of Service

These Terms of Service (“Terms”), the Order Form, Partner Agreement, Referral Agreement and any additional document incorporated herein are collectively referred to as the “Agreement” and is a legally binding agreement between Core+World Group, LLC d.b.a CorePLUS, with offices at 500 N Akard Street, Suite 1500, Dallas, TX (“CorePLUS”, “Company”), and you (the “User”, as further defined below). User and CorePLUS may each be referred to as a “Party” and collectively referred to as the “Parties”.

This Agreement governs your access to and use of the CorePLUS Services. By accepting this Agreement, either by checking a box indicating your acceptance or by executing an Order Form, Partner Agreement, or Referral Agreement that references this Agreement, you agree to the terms of this Agreement. If you are entering this Agreement on behalf of a company or other legal entity, you have the authority to bind such legal entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use CorePLUS Services.

With respect to individuals, the CorePLUS Services are intended for use by individuals who are of the legal age required to form legally binding contracts under applicable law (but in no event are they intended for use by individuals under the age of 18). If you are an individual, by using CorePLUS Services, you represent and warrant that you are of at least 18 years of age. If you are not at least 18 years of age, you must not access or use any CorePLUS Service. These Terms are void where prohibited by law and the right to access and use any CorePLUS Service is not granted in such jurisdictions.

In no circumstances is CorePLUS Services available to any individual or entity who have had their User Account (as such terms is defined below) temporarily or permanently deactivated, or any individual or entity that seeks to use CorePLUS Services in violation of these Terms.

If you do not agree to be bound by the provisions of these Terms or if you do not have the legal capacity or authority to accept them, you may not use or access any of the CorePLUS Services.

By agreeing to these Terms, you consent to our access, collection, processing, use, and disclosure of your information as set forth in our Privacy Policy (“Privacy Policy”) unless such processing is modified in pursuant to the provisions of a Data Protection Addendum (“DPA”) signed by the Parties. The provisions of the Privacy Policy and of the DPA, if applicable, are incorporated into these Terms by reference.

These Terms apply to all users of the CorePLUS Services, as follows (each of which shall be referred to as “User” or “you”):

You are a “Visitor” when you merely browse our website and/or submit your personal data via the Website’s online chat, feedback forms or any other forms;
You are a “Customer” when you use any of the CorePLUS Services (other than as a Visitor) upon the successful execution of an Order Form.
You are an “Indirect Customer” when you use any of the CorePLUS Services (other than as a Visitor) under a Partner Agreement signed between CorePLUS and a Partner. As an Indirect Customer you will have a direct commercial relationship with the Partner and indirect relationships with us that will provide you with access to the CorePLUS Services. To use the CorePLUS Services you will need to review and agree with these Terms of Service and our Privacy Policy.
You are a “Partner” if you either (a) signed up and participate in the Company’s Partner Program through our Website, and/or (b) signed a separate Partner Agreement or similar agreement with the Company; in each case for the purpose of reselling or otherwise providing CorePLUS licenses to Indirect Customer(s).
You are a “Referrer” if you either (a) signed up and participated in the Company’s Referral Program through our Website, and/or (b) signed a separate Referral Agreement, in each case for the purpose of referring Customers or/and Partners to the Company.
An “End User” is an individual or entity that accesses or uses a Customer Website, Website Property (as such terms are defined below) or any CorePLUS deliverable.

Customers, Indirect Customers, Partners and Referrers are collectively referred to in this Agreement as Controlling Parties.

1. Definitions.

“Affiliate” means a person or entity that owns, is owned by, or is under common control of a Party. “Control” means that a person or entity owns more than 50% of the equity interest of any entity and/or has the ability to control the management of such an entity.

“Availability” means the total available minutes in a given calendar month less than any minutes attributable to a Scheduled Downtime.

“Authorized Users” means individuals who are authorized by a Controlling Party, through a User Account, to use the CorePLUS Services with varying levels of control and access specified by the Controlling Party and who have been supplied user identifications by the Controlling Party. Authorized Users may include the employees, consultants, contractors, agents, or other designers of the Controlling Party and its Affiliates but shall not include any employee or agent of any CorePLUS competitor.

“CorePLUS Partner Platform” represents the partner portal that allows Partners and Referrals to manage and monitor the Indirect Customers or Customers to which they refer or resell the CorePLUS Services.

“CorePLUS Product Packages” represents the sellable units that are made available for purchase by the Company and that provide access to CorePLUS Services as described in CorePLUS Product Packages and Fees.

“CorePLUS Services” means access to the Platforms and Support Services, via an account established with the Company, that are ordered by and paid for by Customer or Partner under an Order Form, Partner Agreement or any other method and made available by CorePLUS, including user guides, documentation, and help/training materials provided by CorePLUS. Services include but aren’t limited to access to and usage of the CorePLUS Software as a Service Platform. CorePLUS does not currently provide any off-line services, so services unrelated to those outlined in these Terms or the Agreement are not covered by these Terms.

“CorePLUS Software as a Service Platform” represents CorePLUS’ unique data privacy and accessibility compliance facilitation solution as described in “CorePLUS Software as a Service Platform” document, incorporated into the Terms by reference.

“CorePLUS Support Services” represents additional support services made available by CorePLUS to Users, as described in the “Support Service Terms”. These might be offered as part of a Subscription Product or might be offered as One-Off Products as described in “CorePLUS Product Packages and Fees” document.

“Critical Malfunction” means that mission-critical parts of the Platforms are unreachable or are returning critical errors that make specific parts or all of the CorePLUS Services unusable. For the avoidance of doubt, this only refers to the CorePLUS Widget and Compliance Center as the terms are defined in the CorePLUS Subscription as a Service Platform document or any authentication mechanisms made available by the Platforms.

“Customer Information” means all information and data submitted to CorePLUS by or on behalf of a Controlling Party (as the term is defined above) in connection with the creation, configuration and management of the Controlling Party’s account for the CorePLUS Services.

“Customer Website” means the website on which the CorePLUS Widget is correctly installed.

“Documentation” means the instruction manuals, guides, and frequently asked questions available at www.CorePLUS.net.and other linked resources.

“Effective Date” means the date on which you either sign or otherwise agree to an Order Form, Partner or Referral Agreement, or other document (including this Agreement) issued by CorePLUS and executed or otherwise agreed upon by authorized representatives of the User.

“End User Account” represents the account we create pursuant to the CorePLUS Services for an End User in the event they submit a Data Subject Request on a Customer Website.

“Excluded Issues” means certain items for which the CorePLUS Software as a Service Platform does not assist for accessibility compliance purposes, including but not limited to: URL parameters (such as elements inserted in our website’s URLs to help filter and organize content or track information on the website); (b) documents, PowerPoint, Excel, Word, pdf, audio, video, SVG, content presented in “iframe”, and other formats and embedded content ; (c) Canvas and Flash components; (d) components that have been handled via Manual Remediation Measures (as such term is defined below); and (e) any images or links that are subject to a blocking mechanisms. Addressing or resolving such Excluded Issues may require you to acquire additional services from us or other third parties.

“Initial Term” means the initial period of time you commit to through an Order Form, Partner Agreement, Referral Agreement, or otherwise agreed upon by Company and the authorized representatives of the Controlling Party. You will not be able to terminate the agreement except for cause pursuant to Section 6.3 below.

“Installation and Configuration Period” represents the period of time between the Effective Date and the Subscription Start Date during which, at the sole discretion of the Company, you might be given access to the Platforms with the only scope to be that of installation and configuration of the CorePLUS Services.

“No-charge Trial Period” represents the period of time between the Effective Date and the Subscription Start Date during which the Company may, at its sole discretion, allow you to use CorePLUS Services without pre-paying in advance.

“One-Off Product” consists of services that the Company provides one time, as requested, without automatically renewing and provisioning.

“Order Form” means a form filled in by the Customer or a document issued by CorePLUS and executed or otherwise agreed upon by authorized representatives of the Customer, which specifies, among other things and as applicable, the CorePLUS Product packages, the Fees, and any other details specifically related to the CorePLUS Services.

“Pageview” represents an instance of an internet user visiting a particular page on a website.

“Partner Agreement” means an online form filled in by the Partner or a document issued by CorePLUS and executed or otherwise agreed upon by authorized representatives of the Partner, which specifies, among other things the CorePLUS Product packages, the Fees, and any other details specifically related to the conditions in which the Partner is allowed to resell CorePLUS Services to Indirect Customers.

“Payment Processors” means a third-party system that enables financial transactions, commonly employed by us, to handle transactions with customers from various channels such as credit cards and debit cards or bank accounts.

“Platform(s)” means the CorePLUS proprietary Software as a Service Platform and CorePLUS Partner Platform, including but not limited to hosted software SDKs, libraries, APIs, and user interfaces.

“Referral Agreement” means an online form filled in by the Referrer or a document issued by CorePLUS and executed or otherwise agreed upon by authorized representatives of the Referrer, which specifies, among other things the CorePLUS Product packages, the Fees, the Commissions, and any other details specifically related to the conditions in which the Referrer is allowed to refer the CorePLUS Services to Customers.

“Referral Fees” refers to the Fees the Company shall pay the Referrers for the referred Customers.

“Renewal Term” means any subsequent renewal period of time after the Initial Term you commit to through an Order Form, Partner Agreement, Referral Agreement, or otherwise agreed upon by Company and the authorized representatives of the Controlling Party. You will not be able to terminate the Agreement during a Renewal Term except for cause pursuant to Section 6.3 below.

“Scheduled Downtime” means regular Platform maintenance, upgrades as it is defined in the Service Legal Agreement.

“Service Start Date” means, for each Order Form or Partner Agreement, the earlier of (i) the date set forth on the Order Form or (ii) the first date on which Customer is granted access to the CorePLUS Services purchased pursuant to the Order Form or Partner Agreement.

“Software as a Service” (“SaaS”) means a software delivery model in which a hosted software platform is made available on a subscription basis.

“Subscription Period” represents the period of time for which you have pre-paid or agreed to pay and you are provided with access to CorePLUS Services, and that will automatically renew unless the Agreement is terminated pursuant to Section 6 below.

“Subscription Product” represents the CorePLUS Product Package(s) that provide access to CorePLUS Services on a subscription basis for a Subscription Period.

“Subscription Start Date” refers to the date from when you are fully authorized to use the CorePLUS Subscription Products, and we have either successfully processed your payment and/or issued an invoice to be paid.

“Term” shall be that period of time starting with the Effective Date and continuing until all Order Forms, Partner or Referral Agreement have expired or have been terminated in accordance with this Article 6.

“Usage Data” means all data, information, and statistics collected by CorePLUS related to the Users’ activity, including, without limitation, those pertaining to the pageviews, authorized users’ actions on the Platforms, consents, traffic, and PII storage.

“User Account” means the account either you or we create for yourself during the onboarding process, or the account you create for an Authorized User.

“Website Properties” means websites, web projects and any other supported code, whether public or private.

2. CorePLUS Services.

2.1. CorePLUS Services (“CorePLUS Services” or “Services”) consists of:

CorePLUS Platforms
CorePLUS Support Services.

During the Term and solely for the Controlling Party’s business purposes, CorePLUS shall make the CorePLUS Services available to the Controlling Party in accordance with an executed Order Form, Partner or Referral Agreement. Except for One-Off Products, CorePLUS’ Services are provided on a SaaS basis; as such you will need to purchase a license to use such CorePLUS Services. None of the CorePLUS Services are legal services. The Company does not provide legal advice or services. You are advised to contact your attorney to obtain advice regarding compliance of Customer Website(s) and/or Website Properties with applicable laws, rules, and regulations, including but not limited to the WCAG Accessibility Standard. You are solely responsible for all actions taken or not taken by you in connection with any such applicable law, rules and regulations, including the WCAG Accessibility Standard (in any of its versions), and all liability with respect thereof is hereby expressly disclaimed by us. Specifically, you agree that you are responsible for remediating the Excluded Issues as defined above.

2.2. Updates and Functionalities. The Controlling Party acknowledges that, from time to time, CorePLUS may apply updates to the CorePLUS Services and that such updates may result in changes in the appearance and/or functionality of such CorePLUS Services. Excluding the addition of wholly new products, CorePLUS will provide, implement, configure, install, support, and maintain at its own cost any and all updates, upgrades, enhancements, improvements, releases, corrections, bug fixes, patches, and modifications to the CorePLUS Services (collectively, the “Updates”). Unless otherwise agreed to in a signed writing, in no way is CorePLUS required to customize CorePLUS Services for the Controlling Party, and CorePLUS does not represent or warrant that CorePLUS Services will be compatible with the Controlling Party systems. The availability and functionality of each Service depend on multiple factors. We do not warrant or guarantee that the CorePLUS Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free. We reserve the right at our sole discretion to modify, correct, amend, enhance, improve, remove, make any other changes to any Service (or any part or feature thereof) without notice, at any time, and at our sole discretion. Each Service and its operation and certain features available therein may also be dependent on the network you use, and the content formats supported. You will have the right to terminate your engagement with us under these Terms if we make any material changes to a Service that you use that adversely affect the results of use of such Service, in which case you shall be entitled to a refund of any pre-paid Fees.

2.3. Acceptable Use Policy. The Controlling Party shall:

be responsible for Authorized Users’ compliance with this Agreement;
use commercially reasonable efforts to prevent unauthorized access to or use of the CorePLUS Services, including keeping passwords and usernames confidential and not permitting any third-party to access or use its or any of its Authorized Users’ usernames, passwords, or the Controlling Party account for the CorePLUS Services;
be solely responsible and liable for all activity knowingly conducted through its Controlling Party account in connection with the CorePLUS Services;
promptly notify CorePLUS if the Controlling Party becomes aware of or reasonably suspects any security breach, including any loss, theft, or unauthorized disclosure or use of the Controlling Party’s (or any Authorized User’s) username, password, or the Controlling Party account;
use, or otherwise access in connection with the Controlling Party’s use thereof, the CorePLUS Services only in accordance with applicable laws and government regulations; and

The Controlling Party must not:

make the CorePLUS Services available to anyone other than its Authorized Users;
sell, trade, or otherwise transfer the CorePLUS Services to another party;
use the CorePLUS Services to store or transmit any content that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages in violation of applicable law; upload to, or transmit from, the CorePLUS Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the CorePLUS Services (including any mechanism used to restrict or control the functionality of the CorePLUS Services), any third-party use of the CorePLUS Services, or any third-party data contained therein (except to the extent such restrictions are prohibited by applicable law);
attempt to modify or cause to be hidden any CorePLUS “powered by” branding without prior written consent.
attempt to gain unauthorized access to the CorePLUS Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the CorePLUS Services;
access the CorePLUS Services in order to build a similar or competitive product or service to CorePLUS Services;
commit any act or do anything which might: (i) reasonably be considered immoral, deceptive, or obscene; (ii) injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with CorePLUS;
knowingly implement CorePLUS in a manner which is inconsistent with data privacy laws of Customer’s or Indirect Customer’s website visitor(s) or application user(s); or
authorize, assist, or encourage any third-party to do any of the above.

The Controlling Party agrees that CorePLUS may, with prior written notice to the Controlling Party, suspend or terminate access to the CorePLUS Services for a violation of this Section 2.3 or for any abusive practices that degrade the performance of any Service for the Controlling Party and/or other CorePLUS Users. In the event of such a suspension, if the Controlling Party does not reasonably resolve the issue within thirty (30) days, CorePLUS may terminate this Agreement.

2.4. Non-Exclusivity. Customer acknowledges that the rights granted to it under this Agreement and any Order Form, Partner or Referrals Agreement are non-exclusive and that nothing in this Agreement or any Order Form, Partner or Referrals Agreement will be interpreted or construed to prohibit or in any way restrict CorePLUS’ right to license, sell, or otherwise make available the CorePLUS Services to any third-party.

2.5. Beta Services. We may offer certain CorePLUS Services as closed or open beta services (each, a “Beta Service”) for the purpose of testing and evaluation. We have the sole authority and discretion to determine the period of time for testing and evaluation of any Beta Service. We will be the sole judge of the success of such testing and the decision, if any, to offer any Beta Service as a commercial service. You are under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any Beta Service with or without notice to you. You agree that we will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any Beta Service for any reason.

2.6. Technical Information. CorePLUS Platforms are generally compatible with the following operating systems and browsers: Chrome, Firefox, Safari, and Microsoft Edge. In order for CorePLUS’ Platforms to function as intended, a website must be based on HTML files and tags (flash, OpenGL XML, and other non-HTML-based applications are not supported). Prior to using the CorePLUS Services you must verify: (a) that the CorePLUS Services are compatible with your needs and that your Website Property (as applicable), including its content management system, is properly maintained, and that there are no JavaScript errors, HTML validation errors or invalid tags and/or other various errors that may be caused by the programming language that runs in its web browser; and (b) the integrity of your Website Property (as applicable) connectivity, and the server on which it is stored to the internet network and to the Controlling Party’s infrastructure (telephone, computer and so forth). CorePLUS Widget must be installed directly within the BODY HTML tag of the website and the installation code must appear on the browser’s “view source-code” feature. The installation of CorePLUS Widget may be executed either by the use of (a) a plugin, (b) the installation code directly, (c) a third-party script manager, or (d) any other means, as long as such means meet the foregoing requirements. Any installation of CorePLUS Widget not in accordance with the foregoing may result in the CorePLUS Services not functioning as intended.

Prior to integrating CorePLUS Widget on your Website Property we recommend that you integrate the CorePLUS Widget in a staging or testing website. You may integrate CorePLUS’ Widget on Your Website only after verifying that there are no errors or damage caused to such staging or testing your Website Property. We respect any other privacy or accessibility measures you may have implemented on your Website Properties prior to using the CorePLUS Services, or any other privacy or accessibility measures you wish to implement (or continue implementing) after you start using the CorePLUS Services including any manual remediation measures (“Other Remediation Measures”). However, we cannot guarantee that CorePLUS Services will not affect, or be affected by, any Other Remediation Measures. Specifically, CorePLUS Services will not override some manual remediation measures on a website, and any manual remediation measures will not be corrected or adjusted by CorePLUS Services. We may not be able to provide the CorePLUS Services properly if a website and\or Customer Properties implement Other Remediation Measures. Any effect that CorePLUS Services may have on Other Remediation Measures, or that Other Remediation Measures have on CorePLUS Services are explicitly excluded from any warranties hereunder.

We provide Controlling Parties with tools and documentation to facilitate the correct integration of CorePLUS Services for Customers and Indirect Customers. You agree to integrate the CorePLUS Services on your Website Property strictly in accordance with such tools and documentation. With respect to CorePLUS Services, following the integration of the CorePLUS Widget onto Your Website, it is your responsibility to (a) test and verify the functionality of the CorePLUS Widget on the Customer Website, and (b) ensure that the integration is in accordance with the tools and documentation provided by us.

If you notify us in writing of an error caused by CorePLUS Widget, the Company will use its reasonable commercial efforts to assist you in addressing such an issue (if it is derived from CorePLUS Widget) in order to restore the Customer Website’s into compliance with relevant regulation(s). In order to resolve any issues in a timely manner, we will require you to provide us with as detailed a description of the issues as possible.

3. Intellectual Property.

3.1. Platform and Support Services. As between User and CorePLUS, CorePLUS retains all rights, title, and interest in and to the Platform and Support Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the CorePLUS Services or any of CorePLUS’ rights or interests therein or any other CorePLUS intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the CorePLUS Services not expressly granted in this Agreement are reserved by CorePLUS.

3.2. Feedback. Users may from time to time provide suggestions, comments, or other feedback to CorePLUS with respect to the CorePLUS Services (“Feedback”). Feedback, even if designated as confidential by the User and, notwithstanding Article 5 of this Agreement, shall not create any confidentiality obligation for CorePLUS. The User shall, and hereby does, grant to CorePLUS a non- exclusive, worldwide, perpetual, irrevocable, transferable, royalty-free, license to use the Feedback for the purpose of improving CorePLUS Services.

3.3. Users and Usage Data. User hereby grants CorePLUS a limited, worldwide, non- exclusive, non-transferable (except as set forth in Section 10.1) license, with the right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, index the User’s Usage Data and Customer Information for the sole purpose of providing and developing the CorePLUS Services to User and supporting User’s use of the CorePLUS Services. CorePLUS may use aggregated and anonymized Usage Data for analytics, provided that such Usage Data cannot be in any way linked to User or any individual person or used to identify User or any individual person. Subject only to the limited license expressly granted herein, User and the Authorized Users of a Controlling Party shall retain all rights, title and interest in and to, and all intellectual property rights in the Customer Information. Nothing in this Agreement will confer on CorePLUS any right of ownership or interest in or to or the intellectual property rights in the Customer Information. All User and Customer Information will be processed by CorePLUS according to the Privacy Policy available at www.CorePLUS.net.

3.4. Privacy Policy. The Controlling Party is solely responsible for the Customer Information submitted to the CorePLUS Services. CorePLUS may use Customer Information or Usage Data to provide the CorePLUS Services, as provided herein and in accordance with applicable data privacy laws. Generally, with exceptions, Controlling Party is a Business and CorePLUS is a Service Provider for purposes of various privacy regulations. CorePLUS shall not:

(a) sell the Customer Information or Usage Data; (b) retain, use or disclose the Customer Information or Usage Data for any purpose other than for the specific purpose of performing the CorePLUS Services; (c) retain, use or disclose the Customer Information or Usage Data for a commercial purpose other than providing the CorePLUS Services; or (d) retain, use or disclose the Customer Information or Usage Data outside of the direct business relationship between Controlling Party and CorePLUS; unless otherwise allowed by law.

3.5. Marks. The Company name, logos and other distinguishing graphic features are trademarks and service marks of the Company (each, a “Company Mark”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Company Mark, without our prior written permission in each instance. You acknowledge that we are the owner of the Company Marks, including all goodwill associated therewith, and that your use of any Company Mark will confer no additional interest in or ownership of any Company Mark in you but inures to our benefit. All other Company, product, and service names and logos used and displayed via a Service may be trademarks or service marks of their respective owners who may or may not endorse, be affiliated with, or connected to the Company. You agree that you will not in any way modify, alter or tamper with any proprietary marks, copyright notices, or other notices, or any Company Mark, that may be provided and/or displayed through the CorePLUS Services.

3.6. License to Partners or Referrers. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in CorePLUS Marks, the CorePLUS Services and related content and technology around the world (“CorePLUS IP Rights”) are and will remain the exclusive property of CorePLUS and its subsidiary companies. The License granted by CorePLUS to a Partner or Referrer under a Partner or Referral Agreement is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner’s or Referrer’s right to use the Licensed Marks is at the discretion of CorePLUS and is subject to Partner’s or Referrer’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Partner or Referrer agrees to (a) not use any CorePLUS IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any CorePLUS IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any CorePLUS IP Rights; (d) promptly notify CorePLUS of any unauthorized use of any CorePLUS IP Rights of which Partner or Referrer has actual knowledge; and (e) always use the Licensed Marks and any other CorePLUS Marks in compliance with the Guidelines. CorePLUS may perform periodic reviews of any Marketing Materials presented by Partner or Referrer and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner or Referrer.

3.7. Use of Controlling Party’s Marks. Subject to the terms of this Agreement, the Controlling Party grants to CorePLUS the right to use and display Controlling Party’s name, description and marks on its website and in other promotional materials related to its activities under this Agreement. All such use of the Controlling Party’s Marks will be in accordance with the Controlling Party’s usage guidelines and will insure to the benefit of the Controlling Party. CorePLUS will not use, register or take other action with respect to any of the Controlling Party’s Marks, except to the extent authorized through this Agreement. In its efforts, CorePLUS will always use the then-current Controlling Party’s Marks and will not add to, delete from or modify any of them. CorePLUS will not, at any time, misrepresent its relationship with the Controlling Party. The license described in this Section will terminate automatically in the event of any termination of this Agreement.

4. Fees and Payments.

4.1. Fees. Customer / Partner will pay all fees as and when described in the Order Form or Partner Agreement (the “Fees”). All fees are quoted and are to be paid in U.S. dollars. We reserve the right, at our sole discretion, to update the Fees at any time, and will notify you 30 (thirty) days in advance if such an update may affect your existing Subscription Plan upon its renewal. Increases to existing Subscription Fees will take effect upon the proximate renewal of a Subscription Period after the notification period of 30 days has passed.

4.2. Re-Pricing of Fees, Fee True-Up, Upgrades and Downgrades. In the event it is determined that the Customer’s / Partner’s usage exceeds the quantity of Pageviews set forth for the Subscription Product included in the Order Form or Partner Agreement for a particular domain or instance, Customer / Partner agrees that CorePLUS might, at its all discretion, suspend the CorePLUS Service. CorePLUS will monitor the number of Pageviews per domain and/or instance and notify the Customer / Partner if their domains / instances approach the limit allowed by the CorePLUS Subscription Product associated with their domain(s) and/or instance. To avoid Service interruptions, Customer / Partner has the option to upgrade to a higher CorePLUS Subscription Product. The effect of an upgrade is immediate and will continue until the earliest of (i) a change in the Subscription Product, or (ii) the termination of the Agreement pursuant to Section 6 below. During the upgrade process the Company will credit the unused portion of that then current Subscription Period to partially credit the new, upgraded Subscription Product. Customer / Partner can also downgrade to a lower CorePLUS Subscription Product or cancel the subscription at any time. The new downgraded Subscription Product will apply after the end of that then current Subscription Period. In case Customer / Partner changes to a new CorePLUS Subscription Product, they will continue to be billed for that new plan until they either change it again or cancel it.

Notwithstanding the foregoing, we reserve the right, at our sole discretion, to increase Subscription Fees if your Customer Website exceeds the allowable number of Pageviews for your given Subscription Product.

4.3 Auto-Renewal. Customer / Partner agrees and authorizes CorePLUS to issue a recurring charge for Customer’s / Partner’s utilization of the CorePLUS Services absent termination consistent with Article 6.

4.4 No-Charge Trial Period. CorePLUS may, at its sole discretion, offer a no-charge trial period during which Customers may use the CorePLUS Services for a period of time as defined in the Order Form from the date of registration without pre-paying in advance.

Customer / Partner is required to provide valid payment information in order to create an Account and access the CorePLUS Services for the No-Charge Trial Period.
Customers who participate in a No-Charge Trial Period must cancel their subscription by the end of the No-Charge Trial Period to avoid incurring charges. If Customer does not cancel before the No-Charge Trial Period expires, Customer authorizes CorePLUS to bill the Customer’s payment method on file for the full cost of the plan described during the registration process. The subscription will automatically be renewed and continue, unless and until Customer cancels their subscription or CorePLUS terminates this Agreement pursuant to Section 6.3. CorePLUS might, at its sole discretion, notify the Customer when that Customer’s No-Charge Trial Period is about to end or has ended. The absence of such notification shall not constitute a valid reason for the Customer to request a refund.
Customers may cancel their subscription at any time during the No-Charge Trial Period. Upon cancellation during the No-Charge Trial Period, Customers will immediately lose all access to the CorePLUS Services.

4.5 Installation and Configuration Period. CorePLUS may, at its sole discretion, offer an installation and configuration period during which the Customer / Partner gets access to the CorePLUS Services with the only scope of installation and configuration of the services. This period is between the Effective Date and the Subscription Start Date as captured in an Order Form or Partner Agreement. During this period (included in the Initial Term), the Customer / Partner may only terminate the Agreement pursuant to Section 6.3.

4.6 Invoicing. Unless otherwise agreed in writing, CorePLUS shall invoice for the CorePLUS Services in advance and shall collect payment from Customer / Partner through an online or offline payment in the form of a credit card, bank transfer, ACH, check or other forms of payment as agreed in the Order Form or Partner Agreement. Customers / Partners may access any current or past due invoices through utilizing CorePLUS Services or on request by sending an email at support@CorePLUS.net. A valid payment method, approved by CorePLUS, is required to process your Subscription Fee. You shall provide us with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize us (either directly or through our affiliates, subsidiaries, or other third parties, including Payment Processors) to charge and collect payment (or refund or take any other billing actions) all fees incurred through your account to any such payment instruments. You also authorize us to make any inquiries that we may consider necessary to validate your designated financial information, to ensure prompt payment, including for the purpose of receiving updated payment details from your credit card company (e.g., updated expiry date or card number).

4.7 Taxes and Withholdings. Customer / Partner is responsible for paying all taxes, assessments, charges, fees, and levies that may be levied or based upon Customer’s / Partner’s subscription to the CorePLUS Services, and any interest, fines, and penalties with respect thereto, imposed by any governmental authority. If CorePLUS has the legal obligation to pay or collect Taxes for which Customer / Partner is responsible under this Section 4.7, the appropriate amount shall be invoiced to and paid by Customer / Partner, unless Customer / Partner provides CorePLUS with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.8 Late Payment. If any undisputed amounts invoiced hereunder as Fees or otherwise are not received by CorePLUS by the due date, then at CorePLUS’ discretion, such charges may accrue late interest at the rate of 10% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 30 days’ written notice to Customer / Partner provided after the due date of any undisputed fees, CorePLUS may suspend Customer’s / Partner’s access to the CorePLUS Services, if any, if CorePLUS has not received the amounts invoiced hereunder at the expiration of such period as defined in the Order Form or Partner Agreement.

4.9 Refunds. In case you terminate this agreement pursuant to section 6.3 we will refund to you the pro-rata portion of the CorePLUS Services Fees pre-paid by you in respect of the period following the effective date of termination (“Refund”). You acknowledge and agree that we may deduct a cancellation fee from the Refund, in accordance with applicable law, using the payment method you provided upon purchasing the CorePLUS Services. To request a Refund, you must e-mail us at support@CorePLUS.net, and include your full name, the details of the Customer Website for which the termination is sought, and a copy of the transaction receipt. Upon cancellation of CorePLUS Services pursuant to section 6.3, all outstanding payment obligations shall immediately become due for your used Subscription Period.

In the event that you terminate this agreement pursuant to section 6.2. you are not entitled to a Refund, but you will continue to have access to the CorePLUS Services until the end of the current / agreed Subscription Period. In this case your subscription will not be auto-renew, and we will not charge you for the next Subscription Period. You can terminate this Agreement through the online tools that we might make available or by notifying us at support@CorePLUS.net in the absence of them. Upon termination of CorePLUS Services pursuant to section 6.2., all outstanding payment obligations shall immediately become due for your contracted Subscription Period.

5. Confidential Information and Security Requirements.

5.1. Confidential Information. Each Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of a like-kind (but in no event less than reasonable care consistent with industry standards) and will not disclose or use any Confidential Information (as defined below) of the other Party for any purpose outside of the scope of this Agreement, and each Party shall limit access to Confidential Information to those of its, or its Affiliates’, employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the receiving Party containing protections no less stringent than those herein. In this Agreement, “Confidential Information” means all information, data, and financial information relating to the business, commercial strategies, pricing, personnel, customers, products, or services of each Party. Confidential Information includes (i) Each party’s proprietary system offerings, along with documentation and plans related thereto; (ii) Passwords, authorization keys, or codes used to access or operate such system offerings; (iii) Any results, Usage Data, or statistics collected through the use of the system offerings; or (iv) Any nonpublic business information that is either marked physically or identified orally as “confidential” or “proprietary.” For the avoidance of doubt, Customer Information will be the Confidential Information of Customer.

Confidential Information excludes any information that:

was in the receiving party’s possession before receiving it from the disclosing party;
is provided to the receiving party by a third-party without restriction on use or disclosure and without breaching any rights of the disclosing party;
is or becomes generally known or available to, or accessible by, the public through no act or omission of the receiving party; or
was or is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

In the event that the receiving party or any representative of the receiving party becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any of the Confidential Information, the receiving party will (if permitted to do so) provide the other party with notice of such circumstances and will limit such disclosure to the required disclosure.

5.2. Security Requirements. CorePLUS has implemented technical and organizational security measures consistent with the standards, practices, and controls reasonable for the CorePLUS Services. However, CorePLUS cannot guarantee that unauthorized third parties will never be able to defeat those measures and expressly denies any responsibility for damages, monetary or otherwise, resulting from unauthorized third-party access to Controlling Party’s account or use, alteration, or disclosure of the Customer Information or Usage Data except in the event of CorePLUS’ gross negligence or willful misconduct.

5.3. Multi-Factor Authentication. Multi-Factor Authentication is a security system that requires more than one level of authentication before accounts can be accessed. It was developed to add extra security steps to the login process, to keep accounts safe and verify users before they can gain access to accounts. Users that provide their mobile phone numbers for authentication purposes agree to receive an SMS or other message as part of the process. Carrier message and data rates may apply.

6. Term and Termination.

6.1. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue in effect until all Order Forms, Partner or Referral Agreement have expired or have been terminated in accordance with this Article 6. In the case of Indirect Customers, the Term of the Agreement between us and you shall commence at the point the Partner creates for you or allows you to create a User Account and shall continue for the Term in accordance with Article 6.

6.2. Term of Order Forms, Partner and Referral Agreements. For Order Forms that do not include a minimum commitment, the term of each Order Form shall start on the Effective Date and continue for the No-Charge Trial Period (if one exists) and the initial Subscription Period as defined for the selected Subscription Product, unless the Agreement is terminated (i.e. canceled) during the No-Charge Trial Period or the initial Subscription Period. In this case the Order Form will automatically renew for a new Subscription Period as defined for the selected Subscription Product, unless the Agreement is terminated during the then current Subscription Period. In case the Customer terminates this agreement during the No-Charge Trial Period, the Agreement is terminated instantly. In case the Customer terminates this agreement during any Subscription Period, the Agreement will continue during the then current Subscription Period.

The Term of each Order Form that includes a minimum commitment shall start on the Effective Date specified on the Order Form and shall continue for the Installation and Configuration Period (if one exists) and the Initial Term specified therein. In this case, except as expressly stated otherwise in an Order Form, all Order Forms shall automatically renew for subsequent one-year renewal periods (“Renewal Term”), unless a Party gives the other Party written notice of non- renewal at least 30 days prior to the end of the then-current term.

In both cases (with or without minimal commitment), upon renewal, CorePLUS reserves the right to increase the Fees for CorePLUS Services by providing Customer written notice thereof (which notice may be provided by email or in any other format) at least 30 days prior to the end of the then-current Term.

The Term of each Partner or Referral Agreement shall start on the Effective Date specified on the Agreement and shall continue for the Installation and Configuration Period (if one exists) and the Initial Term specified therein. Except as expressly stated otherwise, all Partner or Referral Agreements shall automatically renew for subsequent one-year renewal periods (“Renewal Term”), unless otherwise agreed to in writing between the Parties or a Party gives the other Party written notice of non- renewal at least 30 days prior to the end of the then-current term. Upon renewal, CorePLUS reserves the right to increase the Fees for CorePLUS Services or change the Referral Fees by providing Partner or Referrer written notice thereof (which notice may be provided by email or in any other format) at least 30 days prior to the end of the then-current term.

The Term of each Indirect Customers shall commence at the point the Partner either creates for you or allows you to create a User Account and shall continue until the earliest of: (i) the Partner Agreement expires, (ii) the Partner terminates your User Account, (iii) or you express your wish to terminate this Agreement in accordance with this Article 6. For the cases (i) and (ii) above, the Company, at its sole discretion, may offer you a period of time during which you will continue to have access to the CorePLUS Services with the scope to either save your Customer Information or to become a Customer by executing an Order Form (“Grace Period”). In case it is offered and accepted, the Grace Period will extend the term of the agreement with the length of such a period.

6.3. Termination for Cause. Either Party may terminate this Agreement for cause (i) upon 30 days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (ii) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. No refund shall be issued in the event of termination of the Controlling Party for cause by CorePLUS.

6.4. Effects of Termination. Upon termination of this Agreement for any reason: (i) Controlling Party will cease all use of the CorePLUS Services; (ii) Controlling Party will have no further access to its User Account provided by CorePLUS, and (iii) Controlling Party will pay CorePLUS all unpaid Fees owing to CorePLUS. If the Controlling Party terminates this Agreement in accordance with Section 6.3, CorePLUS will refund to the Controlling Party any unearned Fees that the Controlling Party paid in advance for the CorePLUS Services. If CorePLUS terminates this Agreement in accordance with Section 6.3, then, without limiting any other remedies that may be available, the Controlling party will pay any unpaid Fees covering the remainder of the term of each Order Form, Partner or Referral Agreement after the date of termination. In no event will termination relieve the Controlling Party of its obligation to pay any amounts and Fees payable to CorePLUS for the period prior to the date of termination and other obligations that survive termination of this Agreement. It is the Controlling Party obligation to download and save any Customer Information before this Agreement is terminated.

6.5. Survival. Any provision of this Agreement that, either by its terms or to give effect to its meaning, must survive, and such other provisions that expressly or by their nature are intended to survive termination shall survive the expiration or termination of this Agreement. Without limiting the foregoing, Section 4.1 as well as Articles 3, 5, 7-10 shall survive the expiration or termination of this Agreement.

7. Warranties and Warranty Disclaimer.

7.1. Mutual Warranties. Each Party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations and duties under this Agreement and that doing so is not in conflict with any other agreement. Each Party warrants that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement.

7.2. CorePLUS Warranties. CorePLUS warrants that (i) subject to Section 2.2, the CorePLUS Services will materially perform in accordance with the applicable documentation and the functionality of the CorePLUS Services will not be materially decreased during the term of the applicable Order Form; and (ii) the CorePLUS Services do not contain any malicious code or viruses. For any breach of the above warranty, the Customer’s exclusive remedies are those described in Section 6.3. (iii) the CorePLUS Services do not knowingly infringe the intellectual property of any third-party.

7.3. Disclaimer. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT, THE CONTENTS OF THIS SECTION 7.3 MAY OR MAY NOT APPLY TO USERS DEPENDING ON SUCH JURISDICTION. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, COREPLUS EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COREPLUS SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT, THAT THE COREPLUS SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE COREPLUS SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION, COREPLUS DOES NOT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COREPLUS OR ELSEWHERE NOR ANY COURSE OF DEALING WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COREPLUS SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE COREPLUS SERVICES AND ANY INFORMATION PROVIDED BY COREPLUS ARE NOT LEGAL ADVICE AND THE CUSTOMER IS RESPONSIBLE FOR ITS OWN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.

COREPLUS DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE COREPLUS SERVICES, INCLUDING USAGE DATA, CUSTOMER INFORMATION, AND ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES. COREPLUS DOES NOT CONTROL OR VET CUSTOMER INFORMATION AND IS NOT RESPONSIBLE FOR WHAT CUSTOMERS POST, TRANSMIT, OR SHARE ON OR THROUGH THE COREPLUS SERVICES. COREPLUS EXPRESSLY DENIES ANY RESPONSIBILITY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE COREPLUS SERVICES OR THE INFORMATION CONTAINED THEREIN AS WELL AS YOUR CUSTOMER ACCOUNT AND CUSTOMER INFORMATION.

8. Mutual Indemnification.

8.1. Indemnification by CorePLUS. CorePLUS shall defend, indemnify, and hold harmless the Controlling Party, its Affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature that are in connection with or arising out of a third-party claim alleging that the use of the CorePLUS Services as permitted hereunder infringes a valid intellectual property right (a “Claim”) and shall indemnify the Controlling Party for any damages finally awarded against, and for reasonable attorneys’ fees incurred by Customer in connection with any such Claim.

CorePLUS will have no liability for any Claim to the extent it arises from:

a modification of the CorePLUS Services by or at the direction of the Controlling Party or an Authorized User;
use of the CorePLUS Services in violation of this Agreement or applicable law;
use of the CorePLUS Services by Customer after CorePLUS notifies the Controlling Party to discontinue use because of an infringement or misappropriation claim;
the Controlling Party’s combination, operation, or use of the CorePLUS Services with any other software, program, or device not provided or specified by CorePLUS to the extent such infringement would not have arisen but for such combination, operation, or use; or
Controlling Party’s use of the CorePLUS Services in a manner that is inconsistent with its intended use.

If a Service has become, or in CorePLUS’ opinion is likely to become, the subject of any such Claim, CorePLUS may at its option and expense:

procure for the Controlling Party the right to continue using the CorePLUS Services as set forth hereunder;
replace or modify the CorePLUS Services or certain functionalities to make it non-infringing; or
If options (a) or (b) are not reasonably practicable, terminate either this Agreement or the Order Form, Partner or Referral Agreement for such CorePLUS Services.

This Section 8.1 sets forth CorePLUS’ sole liability (and the Controlling Party’s sole remedy) regarding infringement or misappropriation of third-party rights.

8.2. Indemnification by the Controlling Party. Subject to CorePLUS’ compliance with Section 8.3, the Controlling Party shall defend, indemnify, and hold harmless CorePLUS, its Affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature that are in connection with or arising out of a third-party claim (i) alleging that Controlling Party’s use of the CorePLUS Services infringes or violates the intellectual property rights, privacy rights, or other rights of a third-party or violates any applicable law; (ii) relating to, or arising from, Customer Information, Usage Data, or the Controlling Party’s breach of Section 2.3 or Section 7.1. You are solely responsible for your Customer Website(s) and/or your Website Properties (as applicable) and all content and information, including code, images, data, text, software, sound, photographs, graphics, messages, and other materials that you make available to the Company whether as part of your Customer Website(s) and/or your Website Properties (as applicable), or otherwise (collectively “Your Content”). You represent and warrant that (a) you own all intellectual property rights in and to Your Content, including all intellectual property rights and rights of publicity contained therein or thereto, and (b) Your Content does not violate the provisions of any applicable law. You hereby grant Company with a worldwide, unrestrictive, non-exclusive, royalty-free, transferable and sublicensable right and license to use, copy, distribute, disseminate, prepare derivative works of, upload, perform, store, modify and display Your Content only in connection with the provision of the CorePLUS Services. You assume all risk associated with Your Content and its transmission and have sole responsibility for the accuracy, quality, legality, and appropriateness of Your Content.

8.3. Indemnification Procedure. The indemnified Party shall (i) promptly give written notice of the claim to the indemnifying Party, although failure to provide prompt notice will not relieve the indemnifying Party of its obligation to indemnify unless the indemnifying Party is materially prejudiced by the delay; (ii) give the indemnifying Party sole control of the defense and settlement of the claim (provided that the indemnifying Party may not settle or defend any claim without the indemnified Party’s prior written consent unless it unconditionally releases the indemnified Party of all liability); and (iii) provide the indemnifying Party with reasonable cooperation and assistance at the indemnifying Party’s expense.

9. Limitation of Liability.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY THE CONTROLLING PARTY FOR THE COREPLUS SERVICES SUBJECT TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE COREPLUS SERVICES OR ANY OTHER ASPECT OF THIS AGREEMENT.

ANY CLAIMS OR DAMAGES THAT ONE PARTY MAY HAVE AGAINST THE OTHER PARTY SHALL ONLY BE ENFORCEABLE AGAINST THE PARTIES TO THIS AGREEMENT AND NOT ANY OTHER ENTITY OR ITS OFFICERS, DIRECTORS, REPRESENTATIVES OR AGENTS.

THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE INDEMNITY OBLIGATIONS SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF COREPLUS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

10. General.

10.1. Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations hereunder, (except by merger, sale of assets, change of control, operation of law or otherwise) without the prior written consent of the other Party (not to be unreasonably withheld), and any attempted assignment without such consent will be void. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all exhibits), without the consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its shares or assets. In the event of such an assignment, the Party will notify the other Party in accordance with the provisions in Section 10.8.

10.2. Relationship of the Parties. 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.

10.3. Your Responsibilities. You must procure and ensure that you comply with and adhere to the provisions set forth in these Terms and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to your use of the CorePLUS Services, including privacy and consumer protection laws. You represent and warrant that you: (a) own or have all the necessary licenses, rights, consents, and permissions to Your Content, and (b) are responsible for Your Content including its availability, maintenance, any content available therein and its systems and infrastructure. You acknowledge and agree that CorePLUS’ reports included in the CorePLUS Services may not accurately reflect the Customer Website’s accessibility features and that it is your responsibility to verify the features that you have on the Customer Website. The CorePLUS Services may not identify Excluded Issues. You agree: (a) to immediately notify Company in writing of any actual, suspected, or potential security breach or improper use of the CorePLUS Services; and (b) not to engage in any activity or in a manner that is inconsistent with your obligations under these Terms. You are solely responsible for any accessibility remediation that you implement in any of your Website Properties which is based on the remediation recommendations made by CorePLUS Services. You may not distribute, disclose, share, sublicense, assign, and/or transfer in any way to any third party the remediation recommendations made by CorePLUS Services. You must promptly notify us in writing of any suspected abuse and/or misuse of CorePLUS Services by anyone whether or not done on your behalf. You are solely responsible for ensuring any information provided by CorePLUS in relation to some of the CorePLUS Services is compatible with your needs, including any applicable legislation that may apply to your Customer Website. You are required to notify the Company in writing of any demand letters or claims concerning Your Website’s accessibility that you received prior to your engagement with the Company, and to provide a copy of any such demand or claim, via email to support@CorePLUS.net. Failure to inform us of such prior demands or claims shall constitute a material breach of these Terms.

10.4. Force Majeure. 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 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; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lockouts or labor disruptions; and 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.

10.5. Counterparts and Interpretation. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the Parties. Headings are for convenience only and are not to be considered in construing or interpreting this Agreement. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or interference against the Party drafting this Agreement in construing or interpreting the provisions hereof.

10.6. Amendment. We can amend this Agreement for the following reasons:

if we think it will make them easier to understand or more helpful to you;
to reflect the way our business is run, particularly if the change is needed because of a change in the way any technology is provided;
to reflect legal or regulatory requirements;
to reflect changes in the cost of running our business; or
because we are changing or introducing new services or products that affect our existing services or products covered by these terms and conditions.

If we add a new product or service that does not change the terms and conditions of your account, we may add the product or service immediately and let you know before you use it. Otherwise, we will notify you before we make any change. We’ll assume you’re happy with the change unless you tell us that you want to terminate the Agreement before the change is made.

10.7. Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.

10.8. Notices. For purposes of service messages and notices about the CorePLUS Services, CorePLUS may place a banner notice across the CorePLUS Services or website to alert Customer. Alternatively, notice may consist of an email from CorePLUS to an email address associated with the Controlling Party’s account, even if CorePLUS has other contact information. For communication about the Controlling Party’s account and services associated with CorePLUS, CorePLUS may contact the Controlling Party or its Authorized Users through its the Controlling Party account or through other means including email, mobile number, telephone, or delivery services such as the postal service. The Controlling Party acknowledges and agrees that CorePLUS shall have no liability associated with or arising from the Controlling Party’s failure to maintain accurate contact or other information, including, but not limited to, the Controlling Party’s failure to receive critical information about the CorePLUS Services. Notices to CorePLUS must be delivered by email to support@CorePLUS.net with a duplicate copy sent via registered mail to the following address: CorePLUS 500 N Akard Street, Suite 1500, Dallas, TX 75201; Attention: Legal. This contact information provided may be updated by giving notice in accordance with Section 10.8.

10.9. Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all Parties to this Agreement, except that any provision that does not give rights or benefits to particular Parties may be waived in writing, signed only by those Parties who have rights under, or hold the benefit of, the provision being waived if those Parties promptly send a copy of the executed waiver to all other Parties. No failure to exercise and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

10.10. Governing Law, Jurisdiction and Venue. This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Texas. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Texas, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in Texas, such personal jurisdiction shall be nonexclusive.

10.11. Binding Arbitration. It is the intention of the Parties to use their reasonable best efforts to informally resolve, where possible, any dispute, claim, demand or controversy arising out of the performance of this Agreement by mutual negotiation and cooperation, a period of which shall be no less than five (5) business days from first notice of any such dispute. In the event the Parties are unable to informally resolve any such dispute, including relating to this Agreement, the Parties agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement and any disputes upon termination of the relationship, including claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. The arbitration will be conducted in Dallas County, Texas, by a single neutral arbitrator and in accordance with the American Arbitration Association’s (“AAA”) then current Commercial Arbitration Rules’ expedited procedures for resolution.

Notwithstanding the provision in the preceding or subsequent paragraph with respect to applicable substantive law, the arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of Texas, and only such power shall follow the law. In the event the arbitrator does not follow the law, the arbitrator will have exceeded the scope of his or her authority and the parties may, at their option, file a motion to vacate the award in court. The parties agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to costs and attorneys’ fees.

10.12. Entire Agreement. The terms of this Agreement, together with any and all Order Form, Partner or Referral Agreement, associated Exhibits and other terms incorporated by reference constitute the entire agreement between the Parties with respect to the subject matter thereof and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the Parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Order Form, Partner or Referral Agreement, the provisions of the Order Form, Partner or Referral Agreement shall prevail. The terms of this Agreement will apply to all orders submitted to CorePLUS and shall supersede any additional terms that may be incorporated in a purchase order form or any other Customer-generated form. Any such Customer terms shall be null and void.

Driving Your Success with Secure Digital Experiences!