ServiceCore Terms Of Use

THIS TERMS OF USE, TOGETHER WITH ANY ORDER FORMS REFERENCING THESE TERMS OF USE, CONSTITUTE A BINDING, CONTRACTUAL AGREEMENT (“AGREEMENT”) BETWEEN THE 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, 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”) AND ANY DEVELOPMENT OR OTHER RELATED SERVICES DESCRIBED IN THE ORDER FORM (“DEVELOPMENT SERVICES” AND, TOGETHER WITH THE SOFTWARE SERVICES, THE “SERVICES”).

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

WE MAY AT OUR SOLE DISCRETION CHANGE, ADD, OR DELETE PORTIONS OF THIS AGREEMENT AT ANY TIME ON A GOING-FORWARD BASIS. IT IS YOUR RESPONSIBILITY TO CHECK THIS AGREEMENT FOR CHANGES PRIOR TO USE OF THE SERVICES, AND IN ANY EVENT YOUR CONTINUED ACCCESS, USE, OR RECEIPT OF THE SERVICES FOLLOWING THE POSTING OF CHANGES TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF ANY CHANGES. WE WILL NOTIFY YOU OF ANY SUCH MATERIAL CHANGES BY POSTING NOTICE OF THE CHANGES ON THE SERVICES, AND/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 LICENSES, 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 Company a non-exclusive, non-transferable 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, solely in accordance with the terms and conditions of this Agreement, including 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 Company the necessary passwords, security protocols and policies and network links or connections (the “Access Protocols”) to allow Company and its Authorized Users to access the Software Services. Company will be solely responsible for all acts or omissions of its Authorized Users with respect to this Agreement. Company shall notify ServiceCore immediately of any unauthorized use of Company’s Access Protocols or any other known or suspected breach of security. ServiceCore provides limited technical support services as part of the Software Services. The parties may agree to ServiceCore providing additional technical support services pursuant to an Order Form.
   2. ServiceCore shall provide to Company the Development Services in accordance with the terms and subject to the conditions set forth in this Agreement. With respect to any of Company’s responsibilities set forth in the Order Form, ServiceCore’s obligations related thereto will be subject to the complete and timely performance by Company of Company’s responsibilities.  Any delays or additional costs incurred by ServiceCore as a result of Company’s failure to provide timely and properly the co-operation described in this Agreement (“Lost Time”) shall be the responsibility of Company 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.  For purposes of this Agreement, “Lost Time” will include without limitation: (i) any time ServiceCore stands idle as a result of any failure of Company to perform Company’s 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 that are demonstrated by ServiceCore to the reasonable satisfaction of the Company to have been the result of an error or discrepancy in materials, technology, or information provided by Company rather than errors of ServiceCore.
   3. In the event that the assumptions contained in Order Form fail, 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 Company 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, Company shall pay ServiceCore the fees for any Development 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. Company shall provide all assistance, technical information, and decisions to ServiceCore, as reasonably required by ServiceCore in sufficient time to facilitate the execution of Development Services in accordance with any estimated delivery dates or milestones. Company agrees to work closely with ServiceCore to provide regular information and feedback so ServiceCore can effectively perform Development Services. Company 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. Company represents and warrants that there are no agreements or arrangements, written or oral, by which Company is 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. Company shall comply with all the terms, conditions, obligations, and restrictions in this Agreement. Company 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 Company, 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 (“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 Products and Services (as defined below).
   5. 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 Company under this Agreement and prepared by or on behalf of ServiceCore in the course of performing the Development Services (collectively, the “Deliverables”), shall be made available for use and access by Company as “Software Services” under this Agreement. 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. Company will not, nor will Company authorize or assist any third party, including Authorized Users, to: (i) use, copy, modify, download, or transfer the Software Services, Our Technology (as defined below) 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 Software Services or Our Technology, attempt to derive the source code of any software components of the Software Services or Our Technology, create any derivative work from any software components of the Software Services or Our Technology; (iii) rent, lease, loan, resell for profit, or distribute the Software Services, Our Technology, or any part thereof; (iv) remove or alter any proprietary notice or legend regarding ServiceCore’s proprietary rights in the Software Services or Our Technology; (v) export the Software Services or Our Technology from and outside the United States of America; (vi) interfere with or disrupt the integrity or performance of the Software Services, Our Technology, or the data contained therein; (vii) attempt to gain unauthorized access to the Software 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 Software Services. Additionally, Company may not use the Services or Our Technology: (i) except in accordance with applicable laws and regulations; (ii) 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; (iii) to display, transmit, or otherwise provide access to any unlawful, infringing, libelous, obscene, or harassing content of any kind; (iv) to defraud any third party or to distribute obscene or other unlawful materials or information; or (v) to send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs. Company further agrees that it will not use, and will not permit any other person or entity to use, the 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, Company agrees that it 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, Company 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 provided the consents that are required by Applicable Law for the type of message sent and has not revoked such consent. Company agrees 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, Company agrees to obtain and review the applicable federal and state do-not-call registries as frequently as required by Applicable Law and to refrain from initiating messages to any telephone number appearing on any such registry. Company 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. Company 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. Company acknowledges that the Services and Our Technology do not have the capability to automatically send messages, and Company agrees 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. Company shall cause all Authorized Users to agree to terms of service, terms or use, privacy policy, or similar restrictions relating to the use of the Platform (collectively, “Company Policies”).  Company agrees that ServiceCore will be made a third-party beneficiary of any such 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. Company acknowledges 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 Company, are entirely responsible for all Content that Company or any Authorized Users, upload, post, e-mail, transmit, or otherwise make available (“Make Available”) through the Services (“Company Content”).
   2. Storage. Unless expressly agreed to by ServiceCore in writing elsewhere, ServiceCore has no obligation to store any of Company Content that Company Make Available on Services. ServiceCore has no responsibility or liability for the deletion or accuracy of any Content, including Company Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Services. Company agrees that ServiceCore retains the right to create reasonable limits on ServiceCore’s use and storage of the Content, including Company Content, 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 Company Content. However, when Company uploads Company Content to the Services, Company represents that Company has all rights, permissions, and consents (including from Authorized Users) necessary to use Company Content (in whole or in part) as contemplated herein. 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, Company Content (in whole or in part) for the purposes of operating and providing Services to Company and Company’s Authorized Users. Company agrees that Company, not ServiceCore, is responsible for all of Company Content that Company Makes Available on or in Services.
   4. Privacy Policy. ServiceCore processes limited personal data as part of the Services. To better understand 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.
5. TECHNOLOGY. Company understands and acknowledges 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. Company 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. Company is not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with ServiceCore or those other entities.
6. FEES. Company 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 Company 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. Company agrees 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, Company consents 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 Connect’s 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 Company provides 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 Company acknowledges and agrees it will dispute any such charges directly with Payment Processor and/or the applicable Authorized User.
7. COMPANY WARRANTIES. Company represents and warrants 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) Company has 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 Company, 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, Company represents and warrants that Company’s collection, storage, transfer, use, and licensing of the Company Content 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 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. Company 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 Company Content under this Agreement, 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.
8. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, OUR TECHNOLOGY, THIRD-PARTY SERVICES (defined below), AND ALL SERVICECORE CONTENT (collectively, “Services Offerings”) ARE PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE 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, NON-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 OFFERINGS. INFORMATION THROUGH THE SERVICES OFFERINGS MAY NOT BE CURRENT AT THE MOMENT THAT COMPANY OR ITS AUTHORIZED USERS ACCESS, USES, OR RECEIVES THE SERVICES OFFERINGS 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 Offerings ARE appropriate or available for use in other locations. Those who access or use the Services Offerings 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.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL SERVICECORE OR ANY OF ITS LICENSORS OR REPRESENTATIVES BE LIABLE TO COMPANY, 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 OFFERINGS OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY HARDWARE, THIRD-PARTY SOFTWARE AND/OR 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 COMPANY, 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.
10. INDEMNITY. To the maximum extent permitted by law, Company agrees 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) Company Content; (b) Company’s or its Authorized Users’ use of, or inability to use, Services Offerings; (c) Company’s or its Authorized Users’ breach or violation of this Agreement; (d) Company’s violation of any rights of another party, including any Authorized Users; (e) Company’s violation of any Applicable Laws (which includes, without limitation, the TCPA, TSR, DNC Laws, and analogous state laws) or any other legal obligation by Customer or any of its Authorized Users; (f) Third-Party Services; (g) a message that is sent by Customer or any of its 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, Customer Content that occurs as a result of an act or omission of Customer or any Authorized Users and/or (j) claims by Authorized Users with respect to the Services Offerings or transactions between the Company 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 Company will fully cooperate with ServiceCore in asserting any available defenses.
11. INTERACTIONS WITH THIRD PARTIES.
    1. Third-Party Services. Content and services provided by third parties (“Third-Party Services”), including Quickbooks and other ServiceCore licensors, may be made available to Company through the Services. Because we do not control such content, Company agrees that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, 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 rights related to such content. The Services may also contain links to websites or services not operated by ServiceCore. We are not responsible for, and make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature, or reliability of third-party websites, products, or services accessible by hyperlink or otherwise from the Services. It is Company’s responsibility to review the privacy policies and terms of use of any other website Company visits. COMPANY AGREES THAT IN NO EVENT WILL WE BE LIABLE TO COMPANY IN CONNECTION WITH ANY WEBSITES, CONTENT, GUIDES, MATERIALS, 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 Company Content for purposes of this Agreement. Any personal data obtained from Third-Party Services will be collected, processed, and used in accordance with ServiceCore’s privacy policy.
12. NO DUTY TO CORRECT ERRORS. Without limiting the provisions of Section 2, Company acknowledges and agrees that ServiceCore has no obligation under this Agreement to correct any defects or errors in the Services furnished to Company under this Agreement, regardless of whether Company informs ServiceCore of such defects or errors or ServiceCore otherwise is, or becomes aware of, such defects or errors. To the extent ServiceCore provides Company 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.
13. 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 Company’s first 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 Company or any Authorized User breaches any term or condition herein, provided that we will use reasonable efforts to provide Company with notice of such termination. Upon termination, all rights granted to Company under this Agreement will immediately cease, Company may not thereafter use the Services, and ServiceCore may delete any information or content Company has provided to ServiceCore through use of the Services.
14. 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 Confidential Information to its employees, agents, and advisors who require such knowledge to perform services under this Agreement and are bound by confidentiality obligations at least as restrictive as under this Agreement. Except as otherwise contemplated by this Agreement, except as required by applicable 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. This Section shall survive any termination of the Agreement.
    3. Feedback. We will treat any feedback or suggestions Company provides to us as non-confidential and non-proprietary. In the absence of a written agreement with us to the contrary, Company agrees that Company will not submit to us any information or ideas that Company considers to be confidential or proprietary.
15. COMMUNICATIONS. The communications between Company and ServiceCore relating to the Services use electronic means. For contractual purposes, Company (a) consents to receive communications from ServiceCore in an electronic form, whether via e-mail, posting on the Services, or other reasonable means; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to Company electronically satisfy any legal requirement that such communications would satisfy if it were in writing. If Company has any questions about the foregoing, please contact us at the following e-mail address: support@servicecore.com.
16. 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.
17. 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/rules-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.
18. 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. Company acknowledges that ServiceCore will have the right to seek an injunction if necessary to prevent a breach of Company’s 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. Company 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 Company 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 ServiceCore and Company, 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.