Terms and Conditions

IMPORTANT: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING ANY SERVICES OR PRODUCTS OFFERED BY CORE-CSI LLC. (“CORE-CSI”). THESE TERMS OF SERVICE GOVERN ALL ACCESS AND USE OF CORE-CSI’S PROPRIETARY CORE-STRATEGY.US. BY ACCEPTING THIS AGREEMENT BY SUBMITTING YOUR REGISTRATION INFORMATION TO OPEN AN ACCOUNT, CLICKING TO CONFIRM YOUR ASSENT ONLINE, EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS AND/OR USING SUCH CORE-STRATEGY.US, YOU AGREE TO THESE TERMS OF SERVICE AS AN INDIVIDUAL OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“CUSTOMER “). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF SERVICE. THESE TERMS OF SERVICE ALONG WITH ANY SUBMITTED ORDERS (TOGETHER THE “AGREEMENT”) WILL APPLY TO ALL ACCESS AND USE OF CORE-STRATEGY.US THROUGH CUSTOMER’S ACCOUNT. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE CORE-STRATEGY.US.

YOU ONLY HAVE RIGHTS TO AN EVALUATION VERSION OF THE CORE-STRATEGY.US UNLESS AND UNTIL YOU PLACE AN ORDER WITH CORE-CSI (OR ITS RESELLERS) FOR THE COMMERCIAL VERSION OF THE CORE-STRATEGY.US. THE APPLICABLE PROVISIONS OF THESE TERMS OF SERVICE (INCLUDING, BUT NOT LIMITED TO SECTION 2.F BELOW) CONSTITUTE THE AGREEMENT AND GOVERN ALL USE OF THE EVALUATION VERSION.

DEFINITIONS.

“Authorized Users” are those individuals who are Customer employees or contractors and who Customer authorizes to use the Core-Strategy.us through Customer’s account.
"Customer Data” means the data and information which Customer supplies to the Core-Stratery.us or to Core-CSI LLC.
“Documentation” means the online user instructions and manuals made available by Core-CSI for use with the Core-Stratery.us.
“Fees” means the fees for the Core-Strategy.us and other associated services set forth in an Order.
“Core-Strategy.us” means Core-CSI’s proprietary software solution, available as either a cloud-based or on-premise version, including all improvements, modifications, enhancements, analytics, or derivative works of or included with the foregoing.
“Materials” means information, content, documentation, or demo software relating to the Core-Strategy.us that may be made available through Customer’s Account for the Core-Strategy.us or on Core-CSI’s website.
"Order” means the order form or quotation that incorporates this Agreement by reference and identifies the Core-Strategy.us, and specifies the applicable Fees, subscription term, whether the license will be cloud-based or on premise, and other restrictions or limitations.
“Evaluation Period” means a specific timeframe over which Core-CSI agrees to allow select Authorized Users to access the Core-Stratery.us as further described in Section 2.F below, plus any extensions that may be expressly authorized by Core-CSI in writing.
“Reports” means the reports generated by the Core-Stratery.us based on processing the Customer Data.

USE OF THE HOSTED SERVICES.

Authorized Use. Subject to the terms set forth in this Agreement, Core-CSI grants to Customer and its Authorized Users a limited, non-exclusive, non-transferable license during the subscription term of an applicable Order (or the duration of the Evaluation Period, if Customer is using an Evaluation Version) to (i) access and use the Core-Stratery.us for Customer’s internal business purposes relating to the testing and evaluation of Customer’s products and services as set forth in the applicable Order and subject to any additional restrictions or limitations that may be set forth in the applicable Order; and (ii) use and reproduce a reasonable number of copies of the Documentation in connection with Customer’s authorized use of the Core-Stratery.us. If Customer has licensed the on-premises version of the Core-Stratery.us, Core-CSI also grants Customer a non-exclusive, non-transferable, limited license (without the right to sublicense) to install an executable object code version of the Core-Stratery.us on servers at premises owned or controlled by Customer during the applicable subscription term. Customer will implement appropriate safeguards and controls on Customer’s systems and premises to protect the security and prevent unauthorized access to the on-premises version of the Core-Stratery.us. Any use of the Evaluation Version shall be subject to the additional terms set forth in Section 2.F below. “Reports” means the reports generated by the Core-Stratery.us based on processing the Customer Data.
Restrictions. Customer will not, and will not permit or authorize any Authorized User or other party to: (i) modify, disassemble, decompile or reverse engineer or attempt to derive the source code of the software or technology providing the Core-Strategy.us (except as permitted by law); (ii) interfere with the operation or functionality of the Core-Strategy.us; (iii) resell, distribute, sublicense, lease, transfer or share the Core-Strategy.us with or for the benefit of any third party (unless expressly authorized in the applicable Order); (iv) remove, modify or otherwise tamper with notices or legends on the Core-Strategy.us or Documentation; (v) attempt to probe, scan, penetrate, breach or test the vulnerability of the Core-Strategy.us or disable or circumvent the Core-Strategy.us’ security or authentication measures; (vi) use or access the Core-Strategy.us for the purpose of building a competitive product or service; (vii) publicly disseminate performance information or analysis (including benchmarks) relating to the Core-Strategy.us; or (viii) use the Core-Strategy.us for any unlawful purpose or in a manner which violates or infringes any laws, rules, regulations, third party intellectual property or privacy rights.
Access to Core-Strategy.us; Accounts. Customer is responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other software or services needed to access and use the Core-Strategy.us. To access and use the cloud-based version of the Core-Strategy.us, Customer will be required to register for an account (“Account”) and manage access by Authorized Users. By creating an Account, Customer and its Authorized Users agree to: (i) provide accurate, current and complete Account information; (ii) maintain the security of any passwords and not share passwords with any other person; and (iii) immediately notify Core-CSI of any unauthorized use of Customer’s Account or any other breach of security in relation to the Core-Strategy.us known to Customer. Customer is solely and entirely liable for all activities conducted through Customer’s Account. For both the cloud-based and on-premises versions of the Core-Strategy.us, Customer is responsible for ensuring that all Authorized Users are aware of and comply with the terms and conditions of this Agreement.
Customer Responsibilities. Customer manages and controls access to the Core-Strategy.us and use and processing of the Customer Data by the Core-Strategy.us, Customer agrees to abide by all applicable law and regulation regarding the collection, use and privacy of the Customer Data. For the cloud-based version, Customer agrees to not use the Core-Strategy.us to send Core-CSI any sensitive, personally identifiable information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling that type of information (including, but not limited to, financial, health, social security numbers or other government identification numbers, other information where unauthorized disclosure could cause material or severe harm or impact to Core-CSI or third parties). Additionally, Customer agrees that the Customer Data will be scanned using industry standard methods to protect it against viruses or programming routines intended to damage the Core-Strategy.us or underlying technology, or surreptitiously intercept or expropriate any data or information.
Third Party Services. Customer acknowledges that the Core-Strategy.us may include features or functionality that interoperate with services operated by third parties (“Third-Party Services”) and Customer is responsible for ensuring that Customer’s use of the Core-Strategy.us in connection with such Third-Party Services complies with any policies, terms and rules applicable to such Third-Party Services. Customer acknowledges such Third-Party Services may be modified, suspended or discontinued at any time by the third-party provider, and that Core-CSI will not be liable to Customer for any such modification, suspension, or discontinuance.
Maintenance and Support. Core-CSI may modify and update the features and functionality of the Core-Strategy.us from time to time. For the cloud-based version of the Core-Strategy.us, such changes shall be made automatically by Core-CSI. For the on-premises version of the Core-Strategy.us, unless otherwise specified in an Order, bug fixes and updates will be made available to Customer to download and install only if Customer also purchases support. The foregoing does not apply to any add-on products, features, enhancements, or services which Core-CSI may generally make available on a commercial basis to its customer base for an additional license fee.
Evaluation Version. If Customer has not placed an Order with Core-CSI for the commercial version of the Core-Strategy.us or an Order specifies that Customer only has rights to an Evaluation Version, then Customer’s use of the Core-Strategy.us shall be for evaluation purposes only (“Evaluation Version”), and Customer acknowledges and agrees that Customer will only access and use the Core-Strategy.us solely for Customer’s internal evaluation purposes to assess the capabilities of the Core-Strategy.us against their requirements in determining whether to license the commercial version of the Core-Strategy.us. All use of the Evaluation Version of the Core-Strategy.us must be in a non-production, non-commercial environment and not for general production use, subject to any additional limitations or restrictions provided by Core-CSI in writing when providing Customer with access to the Evaluation Version. Customer’s right to use such Evaluation Version shall only be for the duration of the Evaluation Period set forth in the applicable Order or if no such period is specified, fourteen (14) days (together with any extension of the Evaluation Period that may be expressly authorized by Core-CSI in writing). In addition and notwithstanding any other provision of these Terms of Service, Customer acknowledges and agrees that (i) the Evaluation Version of the Core-Strategy.us is provided to Customer “AS-IS,” with no warranties of any kind; (ii) Core-CSI shall have no indemnification obligations for the Evaluation Version; (iii) Core-CSI may terminate immediately in the event Core-CSI has reasonably determined that Customer has committed a breach of Section 2; and (iv) for Evaluation Versions provided for to Customer for free, in addition to the termination rights under Section 6, either party may terminate the Evaluation Version license with or without cause effective ten (10) days after giving written notice of termination to the other party. Customer agrees to only provide simulation or historical Customer Data to the Evaluation Version of the Hosted Service, and no data related to current testing activities of Customer’s products or business. CUSTOMER ACKNOWLEDGES THAT ALL CUSTOMER DATA UPLOADED TO OR STORED IN THE EVALUATION VERSION OF THE CORE-STRATEGY.US DURING THE EVALUATION PERIOD WILL BE PERMANENTLY LOST IF CUSTOMER HAS NOT ENTERED INTO AN ORDER FOR THE COMMERCIAL VERSION OF THE CORE-STRATEGY.US WITH CORE-CSI BEFORE EXPIRATION OF THE EVALUATION PERIOD. CORE-CSI AND ITS LICENSORS AGGREGATE LIABILITY WITH RESPECT TO THE EVALUATION VERSION SHALL NOT EXCEED THE GREATER OF (I) FEES PAID BY CUSTOMER FOR SUCH EVALUATION VERSION UNDER THE APPLICABLE ORDER (IF ANY) OR (II) FIVE THOUSAND DOLLARS ($5,000).

PROPRIETARY RIGHTS.

Core-Strategy.us. All rights, title and interest (including all intellectual property rights) in and to the Core-Strategy.us, Documentation and Materials and any improved, updated, modified or additional parts thereof, shall at all times remain the property of Core-CSI and its licensors. Core-CSI reserves all rights not expressly granted herein and there are no implied rights or licenses in this Agreement.
Feedback. Customer may provide Core-CSI with feedback, including any flaws, errors, bugs, anomalies, problems with and/or suggestions relating to the Core-Strategy.us (“Feedback”). Customer agrees that Core-CSI may, in its sole discretion, use the Feedback in any way and Customer hereby grants to Core-CSI a perpetual, worldwide, fully transferable, sub-licensable, fully paid-up, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without any obligations or restrictions.
Customer Data. As between the parties, Customer owns and retain all rights to the Customer Data. Customer is solely responsible for the accuracy, quality, integrity, and legality of the Customer Data. Customer grants to Core-CSI, a worldwide, limited term license to access, use, host, reproduce, modify, distribute, and display the Customer Data for the purpose of providing the Core-Strategy.us as set forth herein on behalf of Customer. Core-CSI may also use Customer Data on an aggregated and anonymous basis to improve and enhance Core-CSI’s systems, algorithms, and service.
Reports. As between the parties, Customer owns and retain all rights to the Reports. Notwithstanding the foregoing, Customer acknowledges that the Reports incorporate Customer’s proprietary format and templates, and Customer agrees to only use, and reproduce the Reports for Customer’s internal business purposes, but not otherwise distribute or publicly display such Reports in whole in their original format.

FEES AND PAYMENT.

Fees. Customer agrees to pay all Fees set forth in an Order. Except as otherwise provided in the applicable Order, all Fees are quoted in the United States currency. Fees are non-cancellable and once paid are non-refundable.
Payments. Unless otherwise stated in the applicable Order, all Fees are due within thirty (30) days from the invoice date. Late payments on any undisputed amounts may be subject to interest charges of 10.0% per month (or the maximum permitted by law, whichever is lower) and the expenses associated with those collections. If Customer believes that the bill is incorrect, Customer must contact Core-CSI in writing within 60 days from the invoice date to be eligible to receive an adjustment or credit.
Taxes. Customer will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties, and similar charges (other than taxes based on Core-CSI’s income), and any related penalties and interest relating to the Fees paid under this Agreement. Customer will make all required payments to Core-CSI free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to Core-CSI will be Customer’s sole responsibility, and Customer will, upon Core-CSI’s request, provide Core-CSI with official receipts issued by appropriate taxing authorities, or such other evidence as Core-CSI may reasonably request, to establish that such taxes have been paid.

CONFIDENTIALITY.

Definition of Confidential Information. “Confidential Information” means business or technical information, including product plans, designs, source code, finances, marketing plans, business opportunities, personnel, research, trade secrets, development or know-how of the disclosing party, the financial terms of this Agreement and any third party information that the disclosing party is obligated to keep confidential, that in each case is either marked or designated as “confidential” or “proprietary” or which, under the circumstances taken as a whole, reasonably should be understood to be confidential. The parties acknowledge and agree that the Core-Strategy, and non-public Documentation and Materials are the Confidential Information of Core-CSI. Confidential Information shall not include information which: (a) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (b) is or becomes available to the receiving party on a non-confidential basis by a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (c) is developed independently by the receiving party without use of the disclosing party’s Confidential Information and by persons without access to such information.
Nondisclosure Obligations. Neither party will use, disseminate or in any way disclose any Confidential Information of the other party to any person, firm or business. Each party shall treat all Confidential Information with the same degree of care as such party accords to its own confidential information but not less than reasonable care. Each party shall disclose Confidential Information only to its employees or representatives who have a need to know such information. Each party certifies that each such employee or representative will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such party under this Agreement. Each party shall immediately give notice to the other party of any unauthorized use or disclosure of the other party’s Confidential Information. Each party shall assist the other party in remedying any such unauthorized use or disclosure of the other party’s Confidential Information. All Confidential Information shall be the property of the disclosing party and no license or other rights to Confidential Information is granted or implied hereby, except as otherwise expressly set forth in this Agreement.
Exception. A disclosure of any Confidential Information by the receiving party (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the receiving party shall provide prompt prior written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent such disclosure.
Remedies. If a party breaches or threatens to breach the obligations of Section 5, the affected party may seek injunctive relief from a court of competent jurisdiction, in addition to its other remedies.

Term and Termination.

Term. This Agreement shall continue in full force and effect for the duration of the subscription term set forth in any active Order (or the Evaluation Period, if Customer has no Order), unless earlier terminated in accordance with this Agreement. Unless otherwise specified in an Order, the subscription term specified in an Order for the commercial version of the Core-Strategy Solution will automatically renew for an additional term of twelve (12) months each unless and until either party provides the other with written notice of termination at least thirty (30) days in advance of the last day of the then-current subscription term.
Suspension. Customer acknowledges and agrees that Core-CSI may suspend Customer’s Account for the Core-Strategy.us or terminate Customer’s license in the event: (i) any payment is overdue after Core-CSI has provided at least ten (10) days’ written notice to Customer that such payment is past due, or (ii) immediately in the event Core-CSI has reasonably determined that Customer has committed a breach of Section 2 or is otherwise using the Core-Strategy.us in a manner that threatens the security, integrity or availability of the Core-Strategy.us.
Breach. Either party may terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach.
Effect of Termination. Upon any termination of this Agreement: (i) Customer shall immediately cease the use of all of the Core-Strategy.us; (ii) if Customer is using an on-premises version of the Core-Strategy.us, Customer will uninstall and delete all copies of the Core-Strategy.us from Customer’s systems; and (iii) each party shall return to the other party any other Confidential Information in its possession and/or control within fifteen (15) days after the effective date of such termination and upon request certify in writing that it has complied with its obligations hereunder. The provisions of Sections 3, 4, 5, 6.D, 7, 8, 9 and 10 of this Agreement shall survive any termination or expiration of this Agreement.

DISCLAIMER OF WARRANTIES.

CUSTOMER AGREES THAT CORE-CSI AND ITS LICENSORS PROVIDE THE CORE-STRATEGY.US ON AN “AS IS” AND “AS AVAILABLE” BASIS. CORE-CSI MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PERFORMANCE OF THE CORE-STRATEGY.US, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CORE-CSI AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CORE-CSI AND ITS LICENSORS DO NOT REPRESENT TO CUSTOMERS THAT (A) USE OF THE CORE-STRATEGY.US WILL MEET CUSTOMER’S REQUIREMENTS, OR (B) USE OF THE CORE-STRATEGY.US WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.

LIMITATION OF LIABILITY.

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM ANY ACT OR OMISSION BY SUCH PARTY UNDER THIS AGREEMENT AND THE APPLICABLE ORDER. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9, UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF CORE-CSI AND ITS LICENSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE AUTHORIZED USE OF THE CORE-STRATEGY (REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE), EXCEED THE AMOUNTS, IF ANY, THAT ARE PAID OR PAYABLE BY CUSTOMER TO CORE-CSI UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, CORE-CSI’S LIABILITY FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, TWO TIMES (2X) THE AMOUNTS THAT ARE PAID OR PAYABLE BY CUSTOMER TO CORE-CSI UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRIOR TO FIRST OCCURRENCE OF THE EVENTS GIVING RISE TO THE INDEMNIFICATION CLAIM. These exclusions are meant to apply to the fullest extent permitted by applicable law and regardless of the failure of any specific remedy.

INDEMNIFICATION.

By Core-CSI. Core-CSI will indemnify, defend, and hold harmless Customer, and its respective subsidiaries, affiliates, officers, and Authorized Users from any third party claim or suit against Customer based on a claim that the technology used to provide the Core-Strategy.us infringes any United States patent, copyright, trademark or trade secret and Core-CSI shall pay any final judgment entered against such Indemnitees in any such proceeding or agreed to in settlement. If Customer’s use of the Core-Strategy.us is, or is likely, in Core-CSI’s reasonable determination, to be enjoined, Core-CSI may, without limiting its indemnity obligations hereunder, procure the right for Customer to continue to use the Core-Strategy.us or modify the Core-Strategy.us in a manner that has materially equivalent functionality so as to avoid such injunction. If the foregoing options are not available on commercially reasonable terms and conditions, Core-CSI may terminate the Agreement upon written notice and refund to Customer on a pro-rata basis all pre-paid Fees attributable to unused portion of the subscription term for the applicable Order. Core-CSI will not be responsible for any infringement claims to the extent they are based upon (i) the use of Customer Data, Third Party Applications or any other material of software not furnished by Core-CSI; (ii) Customer’s use of the Core- Strategy outside the scope of the applicable Documentation or this Agreement; or (iii) any action or omission of Customer for which Customer is obligated to indemnify Core-CSI under Section 9.B below. THIS SECTION 9.A STATES CORE-CSI’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT AND MISAPPROPRIATION CLAIMS BASED ON THE CORE-STRATEGY SOLUTION.
By Customer. Customer shall indemnify, defend, and hold harmless Core-CSI and its respective subsidiaries, affiliates, officers, licensors and suppliers from any third party claim or suit against Core-CSI based on a claim: (i) arising out of Customer’s use the Core- Strategy for any unlawful purpose or in a manner in breach of Section 2 of this Agreement or which violates or infringes any laws, rules, regulations, third party intellectual property or privacy rights; or (ii) alleging that the access, use or provision of any Customer Data as permitted violates any applicable law, regulation or the proprietary rights of others when used by Core-CSI as permitted hereunder.
Indemnification Procedure. The party seeking indemnity (“Indemnified Party“) will give the party from whom indemnity is sought (“Indemnifying Party“) timely written notice of the claim for which indemnity is sought and control of the disposition thereof; provided, that failure to give timely notice will not relieve the Indemnifying Party of its obligations except to the extent that such untimely notice materially impairs the Indemnifying Party’s ability to defend such claim. The Indemnified Party will cooperate with the Indemnifying Party’s reasonable requests (at the Indemnifying Party’s expense) in connection with the defense and settlement of such claim. Neither party will settle any claim for which indemnity is sought unless: (i) such settlement includes an unconditional release of the other party from all liability on the claim, or (ii) the other party gives its prior written consent, not to be unreasonably withheld.

GENERAL

Assignment. This Agreement is not assignable or transferable, in whole or in part, by either party without the other party’s prior written consent; provided, however, either party may assign the Agreement to any of its corporate affiliates or to a successor as a result of merger, consolidation, acquisition or sale of all or substantially all of such party’s assets so long as the assignee agrees in writing to assume all obligations and liabilities of the assigning party hereunder.
Amendment. Core-CSI reserves the right to modify these Terms of Service at any time and in its sole discretion by posting revised Terms of Service at https://www.Core-Strategy.us/terms and notifying Customer of such modification via email or through presentation of the new Terms of Service upon Customer’s next login to Core-Strategy.us. Any such changes shall become effective upon provision of such notice, unless Customer objects in writing to such changes within thirty (30) days of such notification. In the event of such objection, Customer may continue using Core-Strategy.us under these Terms of Service for the remainder of Customer’s then-current subscription term and the updated Terms of Service will apply upon Customer’s renewal or placement of a new Order. Notwithstanding the foregoing, any changes to the Terms of Service made to ensure compliance with applicable law shall go into effect immediately.
Notifications. All notices permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, by certified or registered mail, return receipt requested or by electronic email transmission, and shall be deemed given upon personal delivery, five (5) calendar days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission.
Applicable Law; Forum. This Agreement shall be governed by the laws of the State of Virginia, U.S.A. without regard to conflict of laws principles. The exclusive jurisdiction and venue for any claims arising out of or related to this Agreement or Customer’s use of the Core-Strategy is in the state and federal courts located in the County of Prince William, Virginia, and Customer irrevocably agrees to submit to the jurisdiction of such courts. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of this Agreement shall not be affected thereby. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
No Relationship. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. In the event any judicial proceeding, lawsuit or claim is brought by one party against the other party in connection with this Agreement, the prevailing party shall be entitled to recover its reasonable fees and costs, including but not limited to attorneys’ fees, expert witness fees, consultant fees, and related costs and expenses.
Entire Agreement. This Agreement, together with any Orders, constitutes the parties’ entire understanding regarding the Core-Strategy, and supersedes any and all other prior or contemporaneous agreements, whether written or oral, and the preprinted terms of any purchase order or similar document shall be void and of no force or effect.
Severability. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms will remain in full force and effect.
Equitable remedies. You hereby acknowledge and agree that if these Terms are not specifically enforced, Core-Strategy will be irreparably damaged, and therefore you agree that Core-Strategy shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of these Terms, in addition to any other available remedies.
Force Majeure. Core-Strategy is not liable for any failure of performance on its obligations as set forth herein, where such failure arises from any cause beyond Core-Strategy’s reasonable control, including but not limiting to, electronic, power, mechanic or Internet failure, from acts of nature, forces or causes beyond our control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, government mandated lockdowns, pandemics, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
Interpretation. In understanding or interpreting the terms of these Terms: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting these Terms.
Language. These Terms may be translated into other languages, but English shall be and remain the official language of this agreement and in any conflict between the English language version and any other version, the English language version shall control.
No Embargo. You hereby represent and warrant that: (i) you are not located in a country that is subject to an international government’s embargo, or that has been designated by any nation’s government as a “terrorist supporting” country; and (ii) you are not listed on any government’s list of prohibited or restricted parties or activities.
No Waiver. Failure by Core-Strategy to enforce any rights hereunder shall not be construed as a waiver of any rights with respect to the subject matter hereof.
User Privacy. By disclosing any data and personally identifying information to us, you agree to our Privacy Policy, including the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients. We will ask for your express consent, including for inclusion into our newsletters, updates, and follow ups. For more information, please read our Privacy Policy.

CONTACT

If you have any questions or comments about us, our Service, our Privacy Policy and/or these Terms of Use, please contact us. Note that communications made by email or the “Contact Us” page does not constitute legal notice to the Core-CSI legal entity.