CorePark Customer Agreement

This Customer Agreement (the "Agreement") is between CorePark, Inc., a California corporation ("CorePark") and the organization agreeing to these terms ("Customer"). This Agreement governs access to and use of the CorePark client software ("Software") and services (together, the "Services"). By using the Services, you agree to this Agreement as a Customer. If you are agreeing to this Agreement for use of the Services by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services.

1. Services

  1. Provision of Services.
    Customer and users of Customer's Services account ("End Users") may access and use the Services in accordance with this Agreement.
  2. Facilities and Data Processing.
    CorePark will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data.
    • Customer Data means Stored Data and Account Data.
    • Stored Data means the files and structured data submitted to the Services by Customer or End Users.
    • Account Data means the account and contact information submitted to the Services by Customer or End Users.
  3. Modifications to the Services.
    CorePark may update the Services from time to time. If CorePark changes the Services in a manner that materially reduces their functionality, CorePark will inform Customer via the email address associated with the account.
  4. Software.
    Some Services allow Customer to download CorePark Software which may update automatically. CorePark software may include proprietary components and third-party licensed software. Customer may use the Software only to access the Services.
    If any component of the Software is offered under an open source license, CorePark will make that license available to Customer and the provisions of that license may expressly override parts of this Agreement.
  5. Tablets and Mobile Devices.
    In certain situations, Customer may request CorePark for tablets and mobile devices to be combined with the Services. Upon request, CorePark, at its discretion, may lease approved tablets solely for use with CorePark software or approved software.
    • Tablets include cases and chargers, potentially rugged and all-weather protective cases.
    • It is the Customer’s sole responsibility to maintain and protect CorePark-supplied tablets.
    • In the event of loss or damage, Customer will be charged the current replacement cost with appropriate markup and administrative costs.
  6. Cellular Service.
    In certain situations, Customer may request CorePark to include cellular service with the software service and tablets. Upon request, CorePark may contract with a third-party cellular provider.
    • Customer is responsible for any third-party contract term and fees associated with early termination.
    • CorePark will limit data use per user per month.
    • If Customer or End Users exceed data limits, CorePark will charge the additional data cost with appropriate markup and administrative costs.

2. Customer Obligations

  1. Access to Customer Data.
    Customer is responsible to provide CorePark access to customer data to enable CorePark to provide the services to the customer.
  2. Compliance.
    Customer is responsible for use of the Services by its End Users. Customer and its End Users must use the Services in compliance with the "Acceptable Use Policy" in Section 13. Customer will obtain from End Users any consents necessary to allow Administrators to engage in the activities described in this Agreement and to allow CorePark to provide the Services. Customer will comply with laws and regulations applicable to Customer's use of the Services, if any.
  3. Customer Administration of the Services.
    Customer may specify End Users as "Administrators". Administrators may have the ability to work with CorePark and access, disclose, restrict or remove Customer Data in or from Services accounts. Administrators may also have the ability to work with CorePark and monitor, restrict, or terminate access to Services accounts. CorePark's responsibilities do not extend to the internal management or administration of the Services. Customer is responsible for:
    1. maintaining the confidentiality of passwords and Administrator accounts;
    2. managing access to Administrator accounts; and
    3. ensuring that Administrators' use of the Services complies with this Agreement.
  4. Unauthorized Use & Access.
    Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. Customer will promptly notify CorePark of any unauthorized use of or access to the Services.
  5. Restricted Uses.
    Customer will not:
    • sell, resell, or lease the Services;
    • use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury;
    • share services, share login credentials with others, or assist unauthorized users to access services; or
    • reverse engineer the Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law.
  6. Third Party Requests.
    1. "Third Party Request" means a request from a third party for records relating to an End User's use of the Services including information in or from an End User or Customer's Services account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
    2. Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact CorePark only if it cannot obtain such information despite diligent efforts.
    3. CorePark will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to:
      • promptly notify Customer of CorePark's receipt of a Third Party Request;
      • comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and
      • provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information).
      If Customer fails to promptly respond to any Third Party Request, then CorePark may, but will not be obligated to, do so.

3. Third-Party Services

If Customer uses any third-party service (e.g., a service that uses a CorePark API) with the Services:

  • CorePark will not be responsible for any act or omission of the third party, including the third party's access to or use of Customer Data.
  • CorePark does not warrant or support any service provided by the third party.

4. Suspension

  1. Of End User Accounts by CorePark.
    If an End User (i) violates this Agreement or (ii) uses the Services in a manner that CorePark reasonably believes will cause it liability, then CorePark may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then CorePark may do so.
  2. Security Emergencies.
    Notwithstanding anything in this Agreement, if there is a Security Emergency then CorePark may automatically suspend use of the Services. CorePark will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.

    "Security Emergency" means:
    1. use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services; and
    2. unauthorized third-party access to the Services.

5. Intellectual Property Rights

  1. Reservation of Rights.
    Except as expressly set forth herein, this Agreement does not grant the following:
    1. CorePark any Intellectual Property Rights in Customer Data; or
    2. Customer any Intellectual Property Rights in the Services or CorePark trademarks and brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
  2. Limited Permission.
    Customer grants CorePark only the limited rights that are reasonably necessary for CorePark to offer the Services (e.g., hosting Stored Data). This permission also extends to trusted third parties CorePark works with to offer the Services (e.g., PDF reader provider used to read PDF documents hosted by CorePark).
  3. Suggestions.
    CorePark may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send CorePark or post in CorePark's forums without any obligation to Customer.
  4. Customer List.
    CorePark may include Customer's name in a list of CorePark customers on the CorePark website or in promotional materials.

6. Fees & Payment

  1. Fees.
    Customer will pay, and authorizes CorePark to charge using Customer's selected payment method, for all applicable fees. Applicable fees for the services, tablets, and cellular service will be agreed by CorePark and Customer in writing and will be binding on the subject agreement. Fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to CorePark. CorePark may suspend or terminate the Services if fees are past due.
  2. Auto Renewals.
    IF CUSTOMER'S ACCOUNT IS SET TO AUTO RENEWAL, COREPARK MAY AUTOMATICALLY CHARGE FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES COREPARK THAT CUSTOMER WANTS TO CANCEL OR DISABLE AUTO RENEWAL. CorePark may revise Service rates by providing Customer at least 30 days notice prior to the next charge.
  3. Subscription Fee Adjustments.
    The subscription fee for the Software Services is subject to an annual price adjustment. Such adjustments shall occur no more than once every 12 months and shall not exceed a 7% increase of the prior year’s subscription fee. The adjustment, if applied, will be communicated to the Customer in writing no less than 60 days prior to the effective date of the new pricing.
  4. Taxes.
    Customer is responsible for all taxes. CorePark will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide CorePark with an official tax receipt or other appropriate documentation.
  5. Purchase Orders.
    If Customer requires the use of a purchase order or purchase order number, Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
  6. Device Loss and Damage Policy.
    In the event of loss or damage to handheld or tablet devices provided under this agreement, the following charges will apply:
    1. Loss of Device
      • If the customer loses a handheld device, a charge of $700 will be applied.
      • If the customer loses a tablet device, a charge of $950 will be applied.
    2. Damage to Device
      • If the customer damages a device, a one-time fee of $250 will be charged.
      • Additionally, the customer will be responsible for the cost of repairs, including any associated shipping charges. The customer will be charged for any repair costs not covered under the device’s warranty.

7. Term & Termination

  1. Term.
    This is a One-Year Agreement or until Customer's subscription to the Services expires or terminates, or until the Agreement is terminated.
  2. Termination for Breach.
    Either CorePark or Customer may terminate this Agreement if:
    1. the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; or
    2. the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
  3. Effects of Termination.
    If this Agreement terminates:
    1. the rights granted by CorePark to Customer will cease immediately (except as set forth in this section);
    2. CorePark may provide Customer access to its account at then-current fees so that Customer may export its Stored Data; and
    3. after a commercially reasonable period of time, CorePark may delete any Stored Data relating to Customer's account.
    The following sections will survive expiration or termination of this Agreement: 2(f) (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7(c) (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous).

8. Indemnification

  1. By Customer.
    Customer will indemnify, defend, and hold harmless CorePark from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against CorePark and its affiliates regarding:
    1. Customer Data;
    2. Customer's use of the Services in violation of this Agreement; or
    3. End Users' use of the Services in violation of this Agreement.
  2. By CorePark.
    CorePark will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Customer to the extent based on an allegation that CorePark's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party.

    In no event will CorePark have any obligations or liability under this section arising from:
    1. use of any Services in a modified form or in combination with materials not furnished by CorePark; and
    2. any content, information, or data provided by Customer, End Users, or other third parties.
  3. Possible Infringement.
    If CorePark believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then CorePark may:
    1. obtain the right for Customer, at CorePark's expense, to continue using the Services;
    2. provide a non-infringing functionally equivalent replacement; or
    3. modify the Services so that they no longer infringe.
    If CorePark does not believe the options described in this section are commercially reasonable then CorePark may suspend or terminate Customer's use of the affected Services.
  4. General.
    The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that:
    1. any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and
    2. the other party may join in the defense with its own counsel at its own expense.
    The indemnities above are CorePark and Customer's only remedy under this Agreement for violation by the other party of a third party's intellectual property rights.

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR COREPARK AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.

10. Limitation of Liability

  1. Limitation on Indirect Liability.
    TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR COREPARK OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR COREPARK AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. Limitation on Amount of Liability.
    TO THE FULLEST EXTENT PERMITTED BY LAW, COREPARK'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER TO COREPARK HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

11. Disputes

  1. Informal Resolution.
    CorePark wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 12(e). If a dispute is not resolved within 30 days of notice, Customer or CorePark may bring a formal proceeding.
  2. Agreement to Arbitrate.
    Customer and CorePark agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Orange County, California, or any other location both parties agree to in writing.
  3. Exception to Agreement to Arbitrate.
    Either party may bring a lawsuit in the federal or state courts of Orange County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and CorePark consent to venue and personal jurisdiction there.
  4. NO CLASS ACTIONS.
    Customer may only resolve disputes with CorePark on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

12. Miscellaneous

  1. Terms Modification.
    CorePark may revise this Agreement from time to time. If a revision, in CorePark's sole discretion, is material, CorePark will notify Customer (by, for example, sending an email to the email address of the CorePark contact with the customer). By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change.
  2. Entire Agreement.
    This Agreement, including Customer's invoice and order form, constitutes the entire agreement between Customer and CorePark with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the order form, the Agreement.
  3. Governing Law.
    THE AGREEMENT WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
  4. Severability.
    Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
  5. Notice.
    Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to CorePark must be sent to CorePark, 3349 Michelson, Suite 200, Irvine, CA 92612, with a copy to the Legal Department or via email at legal@corepark.com.
  6. Waiver.
    A waiver of any default is not a waiver of any subsequent default.
  7. Assignment.
    Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of CorePark. CorePark may not assign this Agreement without providing notice to Customer, except CorePark may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
  8. No Agency.
    CorePark and Customer are not legal partners or agents, but are independent contractors.
  9. Force Majeure.
    Except for payment obligations, neither CorePark nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
  10. No Third-Party Beneficiaries.
    There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.
  11. Export Restrictions.
    The export and re-export of Customer Data via the Services may be controlled by the United States Export Administration Regulations or other applicable export restrictions or embargo. The Services may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States and Customer must not use the Services in violation of any export restriction or embargo by the United States or any other applicable jurisdiction. In addition, Customer must ensure that the Services are not provided to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

13. CorePark Acceptable Use Policy

CorePark is used by many customers, and we're proud of the trust placed in us. In exchange we trust you to use our services responsibly.

You agree not to misuse the CorePark services ("Services") or help anyone else to do so. For example, you must not even try to do any of the following in connection with the Services:

  • probe, scan, or test the vulnerability of any system or network;
  • breach or otherwise circumvent any security or authentication measures;
  • access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;
  • interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
  • access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
  • send unsolicited communications, promotions or advertisements, or spam;
  • send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
  • promote or advertise products or services other than your own without appropriate authorization;
  • abuse referrals or promotions to get more storage space than deserved;
  • circumvent storage space limits;
  • sell the Services unless specifically authorized to do so;
  • publish or share materials that are unlawfully pornographic or indecent, or that contain extreme acts of violence;
  • advocate bigotry or hatred against any person or group of people based on their race, religion, ethnicity, sex, gender identity, sexual preference, disability, or impairment;
  • violate the law in any way, including storing, publishing or sharing material that's fraudulent, defamatory, or misleading; or
  • violate the privacy or infringe the rights of others.
  • modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) the Software and/or any part thereof, or create any derivative work based on the Software.