Last Updated: June 14th, 2024

THIS TERMS OF USE, TOGETHER WITH ANY ORDER FORMS REFERENCING THESE TERMS OF USE, CONSTITUTE A BINDING CONTRACTUAL AGREEMENT (“AGREEMENT”) BETWEEN THE PERSON OR ENTITY LISTED ON THE ORDER FORM(S) (“YOU” OR “COMPANY”) AND SERVICECORE, INC. (“SERVICECORE,” “WE,” OR “US”). THIS AGREEMENT APPLIES TO YOUR USE OF THE SERVICECORE ALL-IN-ONE SOFTWARE-AS-A-SERVICE SOLUTION THAT IS CUSTOM BUILT FOR THE LIQUID WASTE INDUSTRY AND ROLL-OFF RENTAL BUSINESSES TO HELP MANAGE CUSTOMERS, TECHNICIANS, SCHEDULES, ASSETS, AND ANY OF SERVICECORE’S OTHER SOFTWARE OR TECHNOLOGY OFFERINGS SET FORTH IN THE ORDER FORM (defined below), INCLUDING ANY DATA SERVICES APPLICATIONS, AND ALL CONTENT CONTAINED THEREIN, INCLUDING ALL ENHANCEMENTS, VERSIONS, AND MODIFICATIONS TO THE FOREGOING, IF PROVIDED BY SERVICECORE IN ITS SOLE DISCRETION (COLLECTIVELY, THE ”SOFTWARE SERVICES”), MARKETING SERVICES (“MARKETING SERVICES”) AND ANY DEVELOPMENT OR OTHER RELATED SERVICES (“DEVELOPMENT SERVICES” AND, TOGETHER WITH THE SOFTWARE SERVICES AND MARKETING SERVICES, THE “SERVICES”), IN EACH CASE AS DESCRIBED IN THE ORDER FORM.

BY ACCESSING, USING, OR RECEIVING THE SERVICES, YOU ARE INDICATING YOUR ACCEPTANCE AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREED TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SERVICECORE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF COMPANY. IF YOU AGREE ON BEHALF OF COMPANY TO THIS AGREEMENT, THE TERMS “YOU” OR “YOUR” OR “COMPANY” SHALL REFER TO SUCH COMPANY. IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE COMPANY OR YOURSELF, OR IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THESE SERVICES.

FOLLOWING THE POSTING OF CHANGES TO THIS AGREEMENT, YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF ANY CHANGES. WE WILL NOTIFY YOU OF ANY MATERIAL CHANGES BY UPDATING THE DATE AT THE TOP OF THIS AGREEMENT OR, IN OUR SOLE DISCRETION, BY E-MAIL.

CERTAIN ASPECTS OF THE SERVICES ARE PROVIDED WITH OR OTHERWISE COMPATIBLE WITH CERTAIN SERVICES OWNED OR CONTROLLED BY THIRD PARTIES, SUCH AS QUICKBOOKS, WHICH IS OWNED BY INTUIT, INC. YOUR USE OF THOSE THIRD-PARTY SERVICES WILL BE GOVERNED BY THOSE TERMS AND CONDITIONS, AND NOT THIS AGREEMENT.

1. ORDERS. The Services to be provided by ServiceCore under this Agreement will be set forth in one or more Order Forms executed by Company and ServiceCore. An “Order Form” means a document signed by both Company and ServiceCore identifying the Services ordered, the costs associated with such Services, the period of time Company will have access to the ordered Service(s) (the “Access Term”), the schedule of payments for the performance of such Services, data syncing and/or import preferences, limits on Authorized Users, and any unique additional terms.
2. SERVICES.
   1. Subject to the terms and conditions contained in this Agreement, ServiceCore hereby grants you a non-exclusive, non-transferable, non-sublicenseable right to: (i) access, use, and allow its employees and independent contractors (collectively, “Authorized Users”) the Software Services during the Access Term identified in the applicable Order Form; and (ii) use any documentation provided therewith during the Access Term for Company’s internal business purposes in connection with Company’s use of the Software Services. On or as soon as reasonably practicable after the Effective Date (as defined below), ServiceCore will provide to you passwords, security protocols and policies and network links or connections (the “Access Protocols”) to allow you, including your Authorized Users, if applicable, to access the Software Services. Company will be solely responsible for all acts or omissions of its Authorized Users with respect to this Agreement and the acts and omissions of Company’s Authorized Users will be deemed to be those of Company. You shall notify ServiceCore immediately of any unauthorized use of your Access Protocols or any other known or suspected breach of security. ServiceCore provides limited technical support services as part of the Software Services as determined by ServiceCore in its discretion. ServiceCore may agree to providing additional technical support services pursuant to an Order Form.
   2. ServiceCore shall provide to you the Development Services and Marketing Services described in the applicable Order Form in accordance with the terms and subject to the conditions set forth in this Agreement. With respect to any of your responsibilities ServiceCore’s obligations related thereto will be subject to the complete and timely performance by you of your responsibilities. Any delays or additional costs incurred by ServiceCore as a result of your failure to provide timely and properly the co-operation described in this Agreement (“Lost Time”) shall be your responsibility and payment for all Lost Time shall be made to ServiceCore at ServiceCore’s then-current rates. Any payments for Lost Time will be in addition to any fees for Development Services or Marketing Services, as applicable. For purposes of this Agreement, “Lost Time” will include without limitation: (i) any time ServiceCore stands idle as a result of any failure of you to perform your responsibilities as set forth in Order Form, and (ii) any time and materials expended by ServiceCore in an attempt to correct discrepancies in Development Services or Marketing Services that are demonstrated by ServiceCore, to your reasonable satisfaction, to have been the result of an error or discrepancy in materials, technology, or information provided by you rather than errors of ServiceCore.
   3. ServiceCore’s performance of the Services may be subject to certain assumptions, conditions, and dependencies set forth in the Order Form.  If any assumptions, conditions, or dependencies set forth in the Order Form are not met such that ServiceCore can meet the related milestones or provide the related deliverables, if at all, only through the expenditure of resources in excess of those contemplated by the parties, the parties shall in good faith execute a change order. Such change order will extend such milestones and/or require you to pay such additional amounts as necessary to compensate for the failure of the parties’ assumptions. In the event that the parties are unable to reach agreement on such change order, ServiceCore may, in its discretion, terminate this Agreement. In the event of such termination, you shall pay ServiceCore the fees for any Development Services and Marketing Services performed before the effective date of termination, on a time and materials basis, such fees not to exceed the amount associated with the next uncompleted milestone, plus any reasonable costs incurred before the effective date of termination.
   4. You shall provide regular information and feedback to ServiceCore so ServiceCore can effectively perform Development Services and Marketing Services. You will have sole responsibility for and will ensure the accuracy, completeness, and correctness of all information provided to ServiceCore, including login information and passwords to access social media, analytics, hosting, domains, and other third-party accounts necessary for ServiceCore to perform Development Services and Marketing Services. You represent and warrant that there are no agreements or arrangements, written or oral, by which you are bound that would be breached upon execution or performance of this Agreement by either party, that would restrict, interfere, or conflict with the either party’s obligations under this Agreement or that would diminish either party’s rights granted under this Agreement. 
   5. You shall comply with all the terms, conditions, obligations, and restrictions in this Agreement at all times. You shall at all times conduct its activities under this Agreement in full compliance with all laws, rules, and regulations, including those with respect to marketing, social media, advertising, privacy, and data, in each case that are applicable to the use of Our Technology (as defined below) by you, including, without limitation, the Telephone Consumer Protection Act, 47 U.S.C. § 227, and the Federal Communications Commission’s rules issued thereunder, including 47 C.F.R. § 64.1200 (collectively, the “TCPA” ), the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§ 6101 et seq., and the Federal Trade Commission’s Telemarketing Sales Rule issued thereunder, 16 C.F.R. §§ 310.1 et seq. (collectively, the “TSR”), federal and state laws relating to invasion of privacy or do-not-call registries (“DNC Laws”), federal and state campaign finance laws (including required disclaimer, disclosure, or “Paid for by” laws, such as the California Text Message DISCLOSE Act, or AB 201), and any analogous or similar foreign, local, municipal, or state laws and regulations or All Applicable Privacy Laws and Regulations (“Applicable Law”) and any terms of use and other terms, guidelines, and policies (including advertising policies) on all media channels and other social media or internet platforms used in performing under this Agreement, including those in connection with Third-Party Services (as defined below).
   6. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials (“Development Materials”) that are delivered to you under this Agreement and prepared by or on behalf of ServiceCore in the course of performing the Services (collectively, the “Deliverables”), shall be made available for use and access solely by you. 
   7. All rights not expressly granted by ServiceCore are reserved. No implied licenses are granted by the terms of this Agreement and no license rights with respect to any Deliverables or any ServiceCore Intellectual Property Rights shall be created by implication or estoppel.
3. RESTRICTIONS.
   1. You shall not, nor will you authorize or assist any third party, including Authorized Users, to, directly or indirectly, : (i) use, copy, modify, download, or transfer the Services, Our Technology or any component of the foregoing, in whole or in part, except as expressly provided in this Agreement; (ii) reverse engineer, disassemble, decompile, or translate any software components of the Services or Our Technology, attempt to derive the source code of any software components of the Services or Our Technology, create any derivative work from any software components of the Services or Our Technology; (iii) rent, lease, loan, resell for profit, or distribute the Services, Our Technology, or any part thereof; (iv) remove or alter any proprietary notice or legend regarding ServiceCore’s proprietary rights in the Services or Our Technology; (v) export the Services or Our Technology outside the United States of America; (vi) interfere with or disrupt the integrity or performance of the Services, Our Technology, or the data contained therein; (vii) attempt to gain unauthorized access to the Services, Our Technology, or its related systems or networks; or (viii) upload, transfer, or otherwise transmit sensitive personal information, except where necessary to provide the Services. Additionally, you may not use the Services or Our Technology: (a) except in accordance with applicable laws and regulations; (b) for spamming, sending chain letters, junk mail, or using a distribution list to communicate with a person who has not given Company specific permission to contact them in such a manner; (c) to display, transmit, or otherwise provide access to any unlawful, infringing, libelous, obscene, or harassing content of any kind; (d) to defraud any third party or to Services or any of Our Technology to contact any emergency services, to annoy or harass any person or entity in any manner that otherwise violates any federal, state, or local law, regulation, or ordinance. 
   2. Without limitation to any other provision of this Agreement, you agree that you will only use, and permit others to use, the Services and Our Technology in a manner that is consistent with the terms of this Agreement and Applicable Law. For the avoidance of doubt, with respect to any messaging capabilities of the Services or Our Technology, you may only use the Services or Our Technology to initiate or cause to be initiated messages if the subscriber or customary user of the telephone number to be contacted has been given proper notice and provided consents as is necessary under required by Applicable Law for the type of message sent and has not revoked such consent. You agree to promptly honor any request by a message recipient to not be contacted or any other revocation of consent to be contacted via any particular manner, for any particular purpose or at any particular times. To the extent any message constitutes an advertisement or serves a marketing purpose, and to the extent required by Applicable Law, you agree to obtain and review the applicable federal and state do-not-call registries as frequently as required by Applicable Law and shall not initiate messages to any telephone number appearing on any such registry. You shall be solely responsible for any and all messages sent through the use of Our Technology and ServiceCore shall have no liability for any such messages.
   3. You shall not take any action to mask, spoof, or alter caller identification information in violation of any applicable federal or state law, including, without limitation, the TSR, the FCC’s Truth in Caller ID Rules, 47 C.F.R. §§ 1601 et seq., and analogous state laws and regulations.
   4. You acknowledge the Services and Our Technology do not have the capability to automatically send messages, and you agree that it shall not alter, modify, reconfigure, or reverse engineer the Services or Our Technology or use the Services, Our Technology, or any third-party code, files, script, or program to automatically send messages or in any manner that violates the terms of this Agreement or Applicable Law.
   5. You acknowledge and agree to comply with our Acceptable Use Policy, found here.
   6. You agree to, and shall cause all Authorized Users to agree to, all terms of service, terms or use, privacy policy, or similar obligations, terms, restrictions, and policies, relating to the use of the Services (collectively, “Company Policies”). Company Policies shall be consistent with and at least as restrictive and protective of ServiceCore as the terms of this Agreement and the Privacy Policy provide. Company shall submit a copy of any Company Policy to ServiceCore for approval prior to its adoption and agrees to provide any updates or modifications to any such Company Policies to ServiceCore prior to adoption for prior approval.
4. CONTENT AND INFORMATION.
   1. Types of Content. You acknowledge that all files, materials, data, text, information, audio, video, images, or other content (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not ServiceCore, are entirely responsible for all Content that you or any Authorized Users, upload, post, e-mail, transmit, or otherwise make available (“Make Available”) through the Services.
   2. Storage. Unless expressly agreed to by ServiceCore in writing, ServiceCore has no obligation to store any Content that you Make Available. ServiceCore has no responsibility or liability for the deletion or accuracy of any your Content you Make Available; the failure to store, transmit, or receive transmission of your Content you Make Available; or the security, privacy, storage, or transmission of other communications originating with or involving use of Services. You agree that ServiceCore retains the right to create reasonable limits on ServiceCore’s use and storage of your Content you Make Available, such as limits on file size, storage space, processing capacity, and similar limits described on the applicable Order Form and as otherwise determined by ServiceCore in its sole discretion.
   3. License. ServiceCore does not claim ownership of your Content you Make Available. However, when you Make Available your Content, you represent that you have all rights, permissions, and consents (including from Authorized Users) necessary to collect, process, transmit, use, store, and destroy your Content you Make Available as contemplated herein. You further agree that in relation to any information (including personal information) that Company transfers to ServiceCore under the Agreement, Company shall provide such notices and disclosures to customers and individuals (and, as applicable, obtain all approvals, authorizations and Consents from customers) as are sufficient in scope to enable ServiceCore (and its vendors) to process such information from Company to perform the Services under the Agreement and in accordance with All Applicable Privacy Laws and Regulations. As used in this Section, “Consent” means, the individual’s voluntary and willful acceptance of the collection, use, storage, transfer, processing, or disclosure of their information in compliance with All Applicable Privacy Laws and Regulations. For the avoidance of doubt, “All Applicable Privacy Laws and Regulations” means any laws governing data privacy and security, including laws that could require certain disclosures, notices, or Consent for the collection, use, storage, transfer, disclosure, or processing of personal information. Company grants ServiceCore a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, your Content (in whole or in part) for the purposes of operating and providing Services to Company how ServiceCore collects, processes, and uses personal data, please visit ServiceCore’s privacy policy at https://www.servicecore.com/privacy-policy/. You consent to the practices described in ServiceCore’s privacy policy. You agree to and shall indemnify and hold harmless ServiceCore and ServiceCore Parties from and against any losses, costs, liabilities, and expenses, including, without limitation, attorneys’ fees and court costs, arising from or related to: (i) your failure to comply with the obligations set forth in this Section 4.3; or (ii) obtain legally or contractually required Consents.  ServiceCore and ServiceCore Parties will not be liable for any damages, claims, injury, costs and expenses arising from or related to the Company’s customers Consent.
   4. Reporting Copyright and Other IP Violations.  The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. ServiceCore also reviews claims of trademark infringement. If you believe in good faith that materials hosted by ServiceCore infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it be blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed on (or, if multiple copyrighted works or trademarks located on the Service are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow ServiceCore to locate the material on the Services; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that ServiceCore will not respond to complaints that do not meet these requirements. If ServiceCore determines that the materials alleged to infringe your copyright or trademark rights do not require removal, ServiceCore will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (1) your name, address, and telephone number; (2) the source of the content that was removed; (3) a statement under penalty of perjury that you have a good-faith belief that the content was removed in error; (4) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located; or, if your address is outside of the United States, for any judicial district in which ServiceCore may be found, and that you will accept service of process from the person who provided the original complaint; and (5) a physical or electronic signature (for example, typing your full name). Notices and counter-notices with respect to the Service must meet the then-current statutory requirements imposed by the DMCA (see copyright.gov/title17/92appb.html) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Agent to Receive Notices of Claimed Infringement:

Chief Financial Officer, agreements@servicecore.com, 844-336-0611

1. TECHNOLOGY. You understand and acknowledge that the software, code, proprietary methods, systems, and other content and technology used to provide the Services, including Deliverables and other Development Materials (“Our Technology”) are: (a) copyrighted by ServiceCore and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by ServiceCore or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in this Agreement grants Company any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Services, according to this Agreement. Furthermore, nothing in this Agreement will be deemed to grant, by implication, estoppel, or otherwise, a license to Our Technology, and we reserve all rights not expressly granted herein. Certain of the names, logos, and other materials displayed on the Services constitute trademarks, tradenames, service marks, or logos (“Marks”) of ServiceCore or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with ServiceCore or those other entities.
2. FEES. You shall pay to ServiceCore, without offset or deduction, certain fees, which may include setup fees and access fees, in such amounts as may be set forth in an Order Form. Such fees are subject to increase at ServiceCore’s sole discretion, provided, ServiceCore notifies you in writing, and provided further that such increases will not occur more than once every twelve (12) months. We shall have the right to automatically charge the credit card listed in the Order Form on the date that each payment is due, as indicated on the Order Form. You agree that Your account will be subject to this automatic billing feature unless otherwise agreed to by the parties in writing. ServiceCore uses Authorized.net, Card Connector, and Payrix as the third-party service providers for payment services (e.g., card acceptance, merchant settlement, and related services), which payment processors may be updated from time to time by ServiceCore in its sole discretion (“Payment Processors”). By agreeing to ServiceCore’s automatic billing feature, you consent to the practices set forth in, and agrees to be bound by, Authorize.net’s Privacy Policy: https://www.authorize.net/about-us/privacy/, Card Connects Privacy Policy https://cardconnect.com/privacy-policy, and Payrix’s Privacy Policy https://portal.payrix.com/privacy, and such other privacy policies of Payment Processors used by ServiceCore, and hereby consents and authorize ServiceCore and the Payment Processors to share any information and payment instructions you provide with third-party service providers to the extent required to complete Your transactions. Fees are non-refundable. ServiceCore is not liable or responsible for any failure by a Payment Processor to charge the correct amount to Company’s credit card (except to the extent ServiceCore provided the Payment Processor with an incorrect charge amount) and/or to any Authorized User, and you acknowledge and agree it will dispute any such charges directly with Payment Processor and/or the applicable Authorized User.
3. COMPANY WARRANTIES. You represent and warrant to ServiceCore that (a) Company is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the Applicable Law of its jurisdiction of incorporation, organization, or chartering, (b) You have the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, (c) the execution of this Agreement by Company’s representative whose signature hereto has been duly authorized by all necessary organizational action of Company, and (d) when executed and delivered by you, this Agreement will constitute the legal, valid, and binding obligation of Company, enforceable against Company in accordance with its terms. Without limitation to the generality of any of the foregoing, you represent and warrant that your collection, storage, transfer, use, and licensing of the your Content you Make Available and use of the Services and Our Technology is in compliance with all Applicable Laws in all relevant U.S. and foreign jurisdictions (including, without limitation, the DMCA, TCPA, TSR, and DNC Laws), Company’s privacy policies, and the requirements of any contract or codes of conduct that Company is a party to or is subject to, including any Company Policy. You represents, warrants, and covenants that it has and will have all necessary authority, consents, permits, licenses, and authorizations to receive, use, disclose, and license the your Content you Make Available, including in connection with the use of the Services or Our Technology, and to send messages to any third parties contacted via the Services or Our Technology.
4. DISCLAIMER. ALL RISK ASSOCIATED WITH THE USE OF THE SERVICES RESIDES WITH YOU. SERVICECORE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NOW INTERFERENCE, AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND DATA ACCURACY. WE DO NOT WARRANT THAT YOUR USE OF OR ACCESS TO THE SERVICES OFFERINGS WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SERVICECORE CONTENT OR OTHER SERVICES. INFORMATION THROUGH THE SERVICES MAY NOT BE CURRENT AT THE MOMENT THAT YOU OR YOUR AUTHORIZED USERS ACCESS, USES, OR RECEIVES THE SERVICES AND MAY CONTAIN ERRORS. FURTHER, the Services and Our Technology are controlled and operated from its facilities in the United States. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, foreign, and local laws and regulations, including but not limited to export and import regulations.
5. LIMITATION OF LIABILITY. IN NO EVENT SHALL SERVICECORE PARTIES BE LIABLE TO YOU, AUTHORIZED USERS, OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF GOODWILL, LOST PROFITS, OR LOST OPPORTUNITIES IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO ACCESS THE SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY HARDWARE, THIRD-PARTY SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SERVICECORE HAS BEEN NOTIFIED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE. IN NO EVENT WILL SERVICECORE’S LIABILITY FOR ANY DAMAGES TO YOU, AUTHORIZED USERS, AND/OR ANY THIRD PARTY EVER EXCEED THE TOTAL AMOUNT OF ALL FEES THEN-PAID UNDER SECTION 6 DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT, ACT, OR OMISSION GIVING RISE TO SUCH LIABILITY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, OR OTHERWISE. THESE LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
6. INDEMNITY. To the maximum extent permitted by law, you agree to indemnify and hold ServiceCore, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “ServiceCore Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your Content; (b) you or Authorized Users’ use of, or inability to use, Services Offerings; (c) you or Authorized Users’ breach or violation of this Agreement or our Acceptable Use Policy; (d) your violation of any rights of another party, including any Authorized Users; € your violation of any Applicable Laws (which includes, without limitation, the DMCA, TCPA, TSR, DNC Laws, and analogous state laws) or any other legal obligation applicable to you or Authorized Users; (f) Third-Party Services; (g) a message that is sent by you or Authorized Users without the Consent required under Applicable Law, including the TCPA, TSR, or analogous state laws; (h) the Customer Policies, including any breach or enforcement thereof; (i) any public disclosure of, or insufficient security that leads to the disclosure of, Content that occurs as a result of an act or omission by you or Authorized Users and/or Q) claims by Authorized Users with respect to the Services or transactions between you and any Authorized Users. ServiceCore reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ServiceCore in asserting any available defenses.
7. INTERACTIONS WITH THIRD PARTIES.
   1. Third-Party Services. Content and services provided by third parties (“Third-Party Services”), which may include Quickbooks and other ServiceCore licensors, may be made available to you through the Services. Because we do not control such Third-Party Services, you agree that we are not responsible for any such Third-Party Services. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such Third-Party Services, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users and other third parties or violation of any Third-Party Services, including any websites, products, or services accessible by hyperlink or otherwise from the Services. It is your responsibility to review the privacy policies and terms of use of any Third-Party Services. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO SERVICECORE IN CONNECTION WITH ANY THIRD-PARTY SERVICES, INCLUDING WEBSITES, CONTENT, GUIDES, MATERIALS, PRODUCTS, TECHNOLOGIES, OR PRACTICES OF ANY THIRD PARTY.
   2. Authorized Users. Company is solely responsible for its interactions with Authorized Users. Company agrees that ServiceCore will not be responsible for any liability incurred as the result of such interactions.
   3. Accessing Third-Party Services. Portions of the Services may permit you to connect to and access your accounts with Third-Party Services and to retrieve data and content stored with such Third-Party Services. You authorize us to access such Third-Party Services on Your behalf and you represent and warrant that you have all rights, permissions, and consents to grant such authorization. Any and all data or content accessed or retrieved from a Third-Party Service is deemed to be your Content for purposes of this Agreement. Any personal information obtained from Third-Party Services will be collected, processed, and used in accordance with ServiceCore’s Privacy Policy.
   4. Third-Party Commitments. ServiceCore will invoice Company for Third-Party Services purchased by ServiceCore on Company’s behalf or for the purposes of providing Services. ServiceCore will use commercially reasonable efforts to obtain Company’s authorization before making any substantial commitments or substantial expenditures on Company’s behalf, and ServiceCore is authorized to act on Company’s behalf as an agent for a disclosed principal for the purpose of entering into agreements to purchase such Third-Party Services, including, without limitation, securing advertising space or time, software, services, materials or information in connection with performing Services pursuant to this Agreement. Company understands that ServiceCore will not be required to finance Company’s advertising and marketing efforts. As such, ServiceCore will not be required to advance money or go out-of-pocket on Company’s behalf in connection with the Services performed for Company.  If ServiceCore incurs any costs on Company’s behalf, Company agrees that, notwithstanding anything in the Agreement to the contrary, any payment that ServiceCore must make on Company’s behalf to the applicable third party must be collected from Company no later than a reasonable time prior to the date on which ServiceCore must commit to making such payment on Company’s behalf – even if such required payment date is prior to the date that any such payments would be due under the payment terms set forth on the Order Form.  If ServiceCore does not receive payments by the appropriate date, ServiceCore will have the right to not purchase or contract on Company’s behalf or to cancel any contracts previously entered into on Company’s behalf. In the event that ServiceCore cancels any such contracts at Company’s request or due to Company’s non-payment of amounts previously approved for expenditure by Company, in writing, Company shall be responsible for any charges and fees incurred prior to, or as a result of, such cancellation.
8. NO DUTY TO CORRECT ERRORS. Without limiting the provisions of Section 2, you acknowledge and agree that ServiceCore has no obligation under this Agreement to correct any defects or errors in the Services furnished to you under this Agreement, regardless of whether ServiceCore informs ServiceCore of such defects or errors or ServiceCore otherwise is, or becomes aware of, such defects or errors. To the extent ServiceCore provides you with any updates or upgrades to the Services, such updates and upgrades shall be deemed to constitute part of the Services and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to use restrictions, ownership, and distribution of the Services.
9. TERM AND TERMINATION. The Agreement shall commence on the date set forth in the applicable Order Form, or if no such date is set forth, the date you or an  Authorized User first accepts this Agreement or first accesses the Services, whichever first occurs (the “Effective Date”), and shall continue until the expiration of all outstanding Access Term(s). The term of each Order Form shall commence on the effective date of such Order Form and continue for the Access Term specified on the Order Form. Thereafter, the Access Term will automatically renew for additional, consecutive periods of the same term, unless and until either party provides written notice to the other party of its intent not to renew the Order Form. We may suspend and/or terminate this Agreement or any Order Form immediately if you or any Authorized User breaches any term or condition herein, provided that we will use reasonable efforts to provide you with notice of such termination. Upon termination, all rights granted to you under this Agreement will immediately cease, you may not thereafter use the Services, and ServiceCore may delete any information or content you or an Authorized User has provided to ServiceCore through use of the Services. Without limiting the foregoing, Sections 2.7 and 3 through 18 will survive the expiration or termination of this Agreement.
10. CONFIDENTIAL INFORMATION.
    1. Confidential Information. “Confidential Information” means all proprietary, secret, or confidential information or data relating to either party, their respective affiliates, operations, employees, products or services, clients, customers, or potential customers. Confidential Information shall include, but not be limited to, customer lists, pricing and financial information, computer access codes, instruction and/or procedural manuals, trade secrets, functional and technical specifications, designs, drawings, translations, analysis, research processes, computer programs, beta versions, algorithms, methods, ideas, “know how” and other technical information, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free without violation of its confidentiality obligations under this Agreement at the time it was obtained; (ii) learned from an independent third party free of any restriction and without breach of this agreement; (iii) publicly available through no wrongful act of, or breach of this Agreement by, the receiving party; or (iv) independently developed by the receiving party without reference to any Confidential Information of the other.
    2. Confidentiality Obligations. Each party acknowledges that it may directly or indirectly disclose Confidential Information (as defined below) to the other party in the course of performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its Confidential Information. Each party may disclose such law, rule, or regulation, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party. 
    3. Feedback. We will treat any feedback or suggestions you or an Authorized User provides to us as non-confidential and nonproprietary. In the absence of a written agreement with us to the contrary, you agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
11. COMMUNICATIONS. The communications between you and ServiceCore relating to the Services use electronic means. For contractual purposes, you (a) consent to receive communications from ServiceCore in an electronic form, whether via e-mail, posting on the Services, or other reasonable means; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. If you have any questions about the foregoing, please contact us at the following e-mail address: support@servicecore.com.
12. FORCE MAJEURE. ServiceCore shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials, or failures of its third-party hosting provider.
13. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement will be governed by the laws of the State of Colorado without regard to, or application of, rules or principles regarding conflicts of law. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally settled pursuant to an arbitration proceeding conducted by JAMS, in accordance with JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/ruies-streamlined-arbitration/. The arbitration shall be conducted by one arbitrator mutually agreed upon by the parties. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrator have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. All aspects of the arbitration shall be treated as confidential. The location of any hearing under this arbitration provision shall be conducted in Douglas County, Colorado. The language to be used in the arbitral proceedings shall be English. The award or decision through arbitration shall be binding upon the parties and may be incorporated into and thereupon enforced as an order of a court of competent jurisdiction.
14. GENERAL PROVISIONS. The parties irrevocably waive any and all rights they may have to a trial by jury in any judicial proceeding involving any claim relating to or arising under this Agreement. You acknowledge that ServiceCore will have the right to seek an injunction if necessary to prevent a breach of your obligations hereunder. If any provision of this Agreement is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force. In the event that ServiceCore prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, ServiceCore will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. The failure of ServiceCore to require Your performance of any provision in this Agreement shall not affect ServiceCore’s full right to require such performance at any time thereafter; nor shall the waiver by ServiceCore of any breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. You may not assign this Agreement without the prior written consent of ServiceCore. This Agreement inures to the benefit of each party’s respective heirs, representatives, and permitted successors and assigns. Any attempted or purported assignment by you shall be null and void. Excepting any contractual agreement between the person or entity that purchased the right to access the Services and ServiceCore, this Agreement is the complete and exclusive statement of the agreement between you and ServiceCore, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.