CORNERSTONE OnDEMAND TERMS OF USE
(Last updated 14 June 2011)
This Terms of Use agreement (hereinafter “Terms of Use” or
“Agreement”) between you and Cornerstone OnDemand, Inc. (hereinafter
“Cornerstone”, “CSOD”, “we”, “us” or
“our”) sets forth the legally binding terms for your use of the csod.com
website (including all areas of the site) and any successor websites, as well as the
services, software and applications provided online and/or made available offline
through or in connection with the service, including through a mobile device
(hereinafter collectively “Cornerstone” or “Service”). By
accessing or using the Service you signify that you have read, understood, and agree to
be bound by the Terms of Use.
This Agreement includes the rights, obligations, and restrictions regarding your use
of Cornerstone and content posted on Cornerstone. Please see our Privacy Policy for
more information about how we collect, use and share information on Cornerstone.
Cornerstone may modify this Agreement at any time and any such modification shall
become effective upon us posting the updated terms at http://www.csod.com/terms. If we
do this, we will post the amended Agreement on this page and indicate at the top of the
page the date the Agreement was last revised. Your continued use of Cornerstone
following any amendment of this Agreement will signify your assent to and acceptance of
its revised terms. If you do not agree to any of these terms or any future Terms of
Use, do not use or access (or continue to access) the Service.
1. DESCRIPTION OF SERVICE
Cornerstone enables a user to do some or all of the following: view online content
(e.g. in the form of text, images, video or Flash); take online classes/tests;
connect with other users; participate in online discussions; create online communities
pertaining to specific topics; conduct performance reviews and goal-setting; conduct
succession planning; create and/or administer classes/tests; offer classes/tests for
sale and purchase goods and services offered by CSOD; offer classes/tests for sale and
purchase goods and services offered by parties other than CSOD (“Third
Parties”) in an online marketplace. Unless explicitly stated otherwise, any new
features that augment or enhance the current Cornerstone offering shall be subject to
the terms and conditions of this Agreement. Cornerstone may not be used for any purpose
not expressly permitted by this Agreement. You may not reproduce, copy, duplicate, sell
or resell any part of Cornerstone, except to the limited extent expressly permitted by
this Agreement.
2. REGISTRATION
Regarding your use of Cornerstone, you declare that you are not a person barred from
using Cornerstone under the laws of the United States or any other applicable
jurisdiction. You also agree to: (a) provide accurate, current and complete
information about yourself as may be prompted by any registration forms on Cornerstone
(hereinafter “Registration Data”); (b) maintain the security of your
password and identification; (c) maintain and promptly update the Registration
Data and any other information you provide to CSOD in order to keep it accurate,
current and complete; and (d) be responsible for all use of your account and for
any actions that take place using your account. If you provide any information that is
untrue, inaccurate, not current or incomplete or if CSOD has reasonable grounds to
suspect that such information is untrue, inaccurate, not current or incomplete, CSOD
has the right to suspend or terminate your account and refuse any and all current or
future use of Cornerstone.
You are responsible for all activity taking place on your account and shall abide by
all applicable local, provincial, federal and foreign laws, treaties and regulations in
connection with your use of Cornerstone, including (without limitation) those related
to data privacy. You agree to notify CSOD immediately of any unauthorised usage of the
account or any other breaches of security. CSOD cannot and shall not be liable for any
loss or damage due to your failure to comply with this security obligation.
You may never use another user’s account without their permission. You must
notify CSOD immediately of any breach of security or unauthorised use of your account.
Although CSOD shall not be liable for your losses caused by any unauthorised use of
your account, you shall be liable for the losses incurred by CSOD or others due to such
unauthorised use. By providing CSOD your e-mail address, you consent to us using the
e-mail address to send you Service-related notices, including any notices required by
law, in lieu of communication by postal mail. You may use your account settings to opt
out of many Service-related communications. We may also use your e-mail address to send
you other messages, including changes to features of the Service and special offers. If
you do not want to receive such e-mail messages, you may opt out by changing the
preferences in your account settings. Opting out may prevent you from receiving e-mail
messages regarding updates, improvements or offers.
All usernames and passwords remain the property of CSOD and may be cancelled,
changed or suspended at any time by CSOD without notice. CSOD is not under any
obligation to verify the actual identity or authority of the user of any username or
password.
3. OWNERSHIP OF CONTENT AND LIMITED LICENCE
The following definitions apply to material on the Service:
- “Content” means any and all content, including (without limitation)
photos, profiles, messages, notes, text, courses, tests, information, music, video,
advertisements, listings and other content appearing anywhere on Cornerstone at any
time.
- “User Content” means any and all Content that you upload, publish,
offer, display (hereinafter collectively “post”) transmit, sell, share
and/or otherwise make available on and/or through Cornerstone.
- “Third-Party Content” means any and all Content that a party other
than you or CSOD posts, transmits, sells, shares and/or otherwise makes available on
and/or through Cornerstone.
- “Site Content” means any and all Content that is neither User Content
nor Third-Party Content.
Both Cornerstone and all Site Content are the property of CSOD, its users or its
licensors, with all rights reserved. Neither Cornerstone nor any Site Content may be
modified, copied, distributed, framed, reproduced, republished, downloaded, displayed,
posted, transmitted or sold in any form or by any means, in whole or in part, without
CSOD’s prior written permission.
CSOD grants you a limited licence to access any portion of the Site Content to which
you have properly gained access, solely for your personal use and provided that you
keep all copyright or other proprietary notices intact. Such licence is subject to
these Terms of Use and does not include use of any data mining, robots or similar data
gathering or extraction methods.
Your rights to use Third-Party Content are governed by the applicable Third-Party
Licence Terms that are established by those Third Parties from time to time.
Any use of Cornerstone or the Site Content other than as specifically authorised
herein, without the prior written permission of CSOD or the applicable Third Party as
the case may be, is strictly prohibited and shall terminate the licence granted herein.
Such unauthorised use may also violate applicable laws, including (without limitation)
copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms
of Use shall be construed as conferring any licence to intellectual property rights,
whether by estoppel, implication or otherwise. This licence may be revoked at any time
without notice and with or without cause.
4. TRADEMARKS
“Cornerstone”, “Cornerstone OnDemand”,
“Cornerstone” and other CSOD graphics, logos, designs, page headers, button
icons, scripts and service names are registered trademarks, trademarks or trade dress
of CSOD. Trademarks and trade dress used by Third Parties in association with the sale
or licence of their goods or services on the Site are the property of the respective
owners.
Such trademarks and trade dress may not be used (including use as part of trademarks
and/or as part of domain names) in connection with any product or service in any manner
that is likely to cause confusion and may not be copied, imitated, or used in whole or
in part without the prior written permission of the respective owners.
5. USER CONTENT
You are solely responsible for all User Content. You understand and agree that CSOD
may, but is not obliged to, review, delete and/or remove User Content (without notice)
at its sole discretion and for any reason or no reason including (without limitation)
User Content that (in each case in the sole judgment of CSOD) violates this Agreement,
might be offensive, illegal or might violate the rights, harm or threaten the safety of
users or others. You agree that you will not:
- Post, transmit, sell, share or otherwise make available any User Content that is
unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar,
obscene, libellous, invasive of another’s privacy, hateful or racially,
ethnically or otherwise objectionable;
- Post, transmit, sell, share or otherwise make available any User Content that you
did not create or that you do not have permission to post, transmit, sell or
share;
- Post, transmit, sell, share or otherwise make available any User Content
(i) that violates any federal, provincial, foreign or local law or regulation,
(ii) for which you do not have full power and authority to distribute, including
all necessary licences and authorisations or (iii) that CSOD determines, at its
sole discretion, is inappropriate for distribution through Cornerstone;
- Post, transmit, sell, share or otherwise make available any User Content that
infringes any patent, trademark, trade secret, copyright, rights of privacy or
publicity, or other proprietary rights of any party; and
- Forge headers or otherwise manipulate identifiers in order to disguise the origin
of any User Content.
You are solely responsible, at your own cost and expense, for creating backup copies
and replacing any User Content you post or store on the Site or provide to CSOD. When
you post User Content to the Site, you authorise and direct us to make such copies
thereof as we deem necessary in order to facilitate the posting and storage of the User
Content on the Site.
6. USE OF SERVICE
You agree that by utilising and/or accessing the Service you will not
- Post, transmit, sell, share or otherwise make available unsolicited commercial
e-mail or “spam”. This includes (without limitation): unethical
marketing, advertising, or any other practice that is in any way connected with
“spam”, such as (i) sending mass e-mails to recipients who have not
requested e-mail from you or with a fake return address, (ii) promoting a site
with inappropriate links, titles, descriptions, or (iii) promoting your site by
posting multiple identical submissions in public forums;
- Use or launch any automated system, including without limitation "robots",
"spiders", "offline readers", etc. that access the Service in a manner that sends
more request messages to the Cornerstone servers than a human can reasonably produce
in the same period of time by using a conventional online web browser;
- Post, transmit, sell, share or otherwise make available any material that
contains software viruses or any other computer code, files or programmes designed to
interrupt, destroy or limit the functionality of any computer software or hardware or
telecommunications equipment;
- Interfere with or disrupt Cornerstone or servers or networks connected to
Cornerstone, or disobey any requirements, procedures, policies or regulations of
networks connected to Cornerstone;
- Harm, stalk, harass or otherwise violate the rights of others in any way in your
use of Cornerstone;
- Impersonate any person or entity, including (but not limited to) a CSOD official,
forum leader, guide or host, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
- Intentionally or unintentionally violate any applicable local, state, national or
international law;
- Promote or provide instructional information about illegal activities, promote
physical harm or injury to any group or individual, or promote any act of cruelty to
animals;
- Exceed the scope of any Cornerstone service or product for which you have
registered by (for example) accessing and using the tools you do not have a right to
use, or deleting, adding to or otherwise changing the comments or content of other
persons;
- Not to collect or harvest any personally identifiable information, including
account names, from the Service.
You understand that by using Cornerstone you may be exposed to Content that you
consider to be offensive, indecent or objectionable. You acknowledge that CSOD does not
pre-screen User Content or Third-Party Content. You agree that you must evaluate and
bear all risks associated with the use of any Third-Party Content or Site Content,
including any reliance on the accuracy, completeness or usefulness of such Content.
7. COPYRIGHT AND INTELLECTUAL PROPERTY POLICY
CSOD respects the intellectual property and other rights of others, and we ask you
to do the same. You are prohibited from uploading, posting or otherwise transmitting on
or through Cornerstone any Content that violates another party’s intellectual
property and other rights. CSOD is not responsible for the conduct of its users and
bears no responsibility or liability for User Content or for the loss or corruption
thereof.
It is CSOD’s policy, in appropriate circumstances and at its discretion, to
disable and/or terminate the accounts of users who infringe or repeatedly infringe the
copyrights or other intellectual property rights of CSOD and/or others.
8. DIGITAL MILLENNIUM COPYRIGHT ACT
If you believe that your copyrighted work has been copied in a way that constitutes
a copyright infringement and is accessible via the Service, please notify CSOD’s
copyright agent, as set forth in the Digital Millennium Copyright Act of 1998
(“DMCA”). For your complaint to be valid under the DMCA, you must provide
the following information in writing:
- An electronic or physical signature of a person authorised to act on behalf of
the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is
located on the Service;
- Information reasonably sufficient to permit CSOD to contact you, such as your
address, telephone number and e-mail address;
- A statement that you have a "good faith" belief that use of the material in the
manner complained of is not authorised by the copyright owner or its agent or by law;
and
- A statement, made under penalty of perjury, that the above information is
accurate and that you are the copyright owner or are authorised to act on behalf of
the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
Cornerstone OnDemand, Inc.
Address: 1601 Cloverfield Blvd., Suite 620 North, Santa Monica CA 90404
Telephone: (310) 752-0200
Fax: (310) 496-1654
E-mail:
UNDER FEDERAL LAW, IF YOU KNOWINGLY MAKE A MISREPRESENTATION THAT ONLINE MATERIAL IS
INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES,
INCLUDING MONETARY DAMAGES, COURT COSTS AND LAWYERS' FEES.
Please note that this procedure is exclusively for notifying CSOD and its affiliates
that your copyright material has been infringed. The preceding requirements are
intended to comply with CSOD’s rights and obligations under the DMCA, including
17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to
contact a lawyer regarding your rights and obligations under the DMCA and other
applicable laws.
In accordance with the DMCA and other applicable law, CSOD has adopted a policy of
terminating (in appropriate circumstances and at CSOD’s sole discretion) the
accounts of members who are deemed to be repeat infringers. CSOD may also at its sole
discretion limit access to the Service and/or terminate the accounts of any users who
infringe any intellectual property rights of others, whether or not there is any repeat
infringement.
9. CORNERSTONE MARKETPLACE
CSOD may from time to time offer goods and services through Cornerstone and may
offer you or Third Parties the ability to offer and/or purchase goods and services for
sale to and/or from Third Parties through Cornerstone (“Third-Party
Transaction”). All transactions conducted in connection with this aspect of
Cornerstone are subject to and governed by such guidelines as CSOD posts from time to
time (hereinafter the “Guidelines”), as well as this Agreement. The
Guidelines are subject to change without prior notice at any time, at CSOD’s sole
discretion, so you should review the Guidelines before each Third-Party
Transaction.
You are solely responsible for your interactions with other users of Cornerstone.
Parties to a Third-Party Transaction are solely responsible for all interactions with
each other, for arranging for payment and the exchange of the goods or services
purchased if applicable, and for the results and performance of any transaction or
relationship entered into with Third Parties through Cornerstone. You acknowledge that
CSOD and its subsidiaries, affiliates, officers, directors, shareholders, agents,
licensors, suppliers, co-branders or other partners, employees, successors and
assignees (hereinafter the “CSOD Parties”) are not responsible or liable
for any action or inaction of any Third Party regarding a transaction, for any failure
to perform, to pay any amounts due, or to deliver any merchandise or services as
promised, or for any other aspect of a Third-Party Transaction. The capability to
conduct Third-Party Transactions or otherwise deal with Third Parties through
Cornerstone is provided by CSOD “as-is” and any such transactions and
dealings are at your own risk. You agree that you are solely responsible for
establishing Third-Party Licence Terms for any User Content provided by you to the Site
and that CSOD has no responsibility or liability for any breach by Third Parties of
such Third-Party Licence Terms and that you are solely responsible for this.
Any fees or payments collected by CSOD applying to any such transactions are set
forth on Cornerstone, and all terms and conditions applicable to such fees are set
forth in this Agreement. However, please note that your purchases of products or
services from Third Parties through Cornerstone are subject to the terms of sale of
those Third Parties, as those transactions are strictly between you and the other party
to the transaction.
10. FEES
CSOD may from time to time charge fees for the use of Cornerstone. Details of our
fees, if any, are available on Cornerstone. Unless otherwise stated, all our fees are
quoted in US dollars. You and/or your organisation are responsible for paying all fees
associated with the use of Cornerstone through your account and for all applicable
taxes.
In addition, Third Parties may charge fees for Third-Party Content that they provide
through Cornerstone. The fees and prices charged by Third Parties are available in
their listings in our marketplace. Certain taxes and government charges may be payable
in relation to purchases you make from Third Parties through the Service. We accept no
responsibility for such taxes and government charges. CSOD is not responsible for any
transaction between you and such Third Parties, and as a result we have no control over
the quality, safety or legality of the items or services advertised, the truth or
accuracy of any descriptions, or the ability of sellers to sell or buyers to pay. CSOD
has no liability to you for any such payments.
11. INTERNATIONAL USE
Recognising the global nature of the Internet, you agree to comply with all local
rules regarding online conduct and acceptable content. Specifically, you agree to
comply with all applicable laws regarding the transmission of technical data in the
country, jurisdiction, state and locality in which you reside.
12. LINKS
We may provide, or third parties may provide, links to other World Wide Web sites or
resources. Because CSOD has no control over such sites and resources, you acknowledge
and agree that CSOD is not responsible for the availability of such external sites or
resources and does not endorse and is not responsible or liable for any content,
advertising, products or other materials on or available from such sites or resources.
You further acknowledge and agree that CSOD shall not be responsible or liable,
directly or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with use of or reliance on any such content, goods or services available on
or through any such site or resource.
13. INDEMNITY AND RELEASE
You agree to defend, indemnify and hold harmless CSOD and its subsidiaries, agents,
managers and other affiliated companies and their employees, contractors, agents,
officers and directors from and against any and all claims, damages, obligations,
losses, liabilities, costs or debts and expenses (including but not limited to lawyers'
fees) arising from: (i) your use of and access to the Service; (ii) violation
by you of any of the terms of this Agreement, including without limitation a breach by
you of any of the representations and warranties above; (iii) violation by you of
any third-party right, including without limitation any right of privacy, publicity
rights or intellectual property rights; (iv) violation by you of any law, rule or
regulation of the United States or any other country; (v) any claim or damage that
arises as a result of any of your User Content; (vi) any other party’s
access and use of the Service with your unique username, password or other appropriate
security code; and (vii) any dispute you may have with one or more of our users or
any Third Party providing goods and services through Cornerstone.
15. DISCLAIMERS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. YOUR USE OF CORNERSTONE IS AT YOUR SOLE RISK. CORNERSTONE IS PROVIDED ON AN
“AS-IS” AND “AS AVAILABLE” BASIS. CSOD AND ITS OFFICERS,
DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT,
AVAILABILITY OR RESULTS. CSOD DOES NOT GUARANTEE THAT (I) CORNERSTONE WILL MEET
YOUR SPECIFIC REQUIREMENTS, (II) CORNERSTONE WILL BE UNINTERRUPTED, TIMELY, SECURE
OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE
CORNERSTONE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH
CORNERSTONE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN CORNERSTONE WILL BE
CORRECTED. CSOD IS NOT RESPONSIBLE OR LIABLE IN ANY WAY WHATSOEVER FOR ANY USER CONTENT
OR THIRD-PARTY CONTENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE
OF CORNERSTONE IS ACCESSED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY AND ALL CLAIMS, COURSES OF ACTION AND DAMAGES THAT ARISE FROM OR
RELATE TO SUCH MATERIAL AND HEREBY WAIVE ANY SUCH CLAIMS, COURSES OF ACTION AND
DAMAGES. CSOD ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION,
DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE,
THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO OR ALTERATION OF USER COMMUNICATIONS.
CSOD IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY
TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEM, SERVER OR PROVIDER, COMPUTER OR MOBILE
PHONE EQUIPMENT, SOFTWARE, FAILURE OF E-MAIL OR PLAYERS ON ACCOUNT OF TECHNICAL
PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF,
INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE
OR OTHER HARDWARE OR SOFTWARE RELATED TO OR RESULTING FROM USING OR DOWNLOADING
MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH CORNERSTONE.
B. UNDER NO CIRCUMSTANCES SHALL CSOD ACCEPT RESPONSIBILITY FOR ANY LOSS OR
DAMAGE, INCLUDING ANY LOSS OR DAMAGE TO ANY USER CONTENT OR PERSONAL INJURY OR DEATH,
RESULTING FROM ANYONE'S USE OF CORNERSTONE, ANY USER CONTENT POSTED ON OR THROUGH
CORNERSTONE OR ANY INTERACTIONS BETWEEN USERS OF THE SITE, WHETHER ONLINE OR OFFLINE.
YOU POST USER CONTENT ON CORNERSTONE AT YOUR OWN RISK.
C. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH THE USE OF
CORNERSTONE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING
ANY SUCH MATERIAL.
D. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED THROUGH OR
FROM CORNERSTONE SHALL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THE
AGREEMENT.
E. CSOD RESERVES THE RIGHT TO CHANGE ANY AND ALL SITE CONTENT, SOFTWARE AND
OTHER ITEMS USED OR CONTAINED IN OR ON CORNERSTONE AND ANY SERVICES OFFERED THROUGH
CORNERSTONE AT ANY TIME WITHOUT NOTICE.
F. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION BY TRADE
NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY
ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF OR ANY AFFILIATION THEREWITH ON THE
PART OF CSOD.
16. LIMITATION OF LIABILITY
IN NO CIRCUMSTANCES SHALL CSOD, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE
LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF
CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER
RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORISED
ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR
FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE
LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR
(V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND
INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR
OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR
ANY OTHER LEGAL THEORY AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CSOD’S
MAXIMUM TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF
THE ACTION SHALL AT ALL TIMES BE LIMITED TO THE LESSER OF: (i) THE AMOUNT (IF ANY)
PAID BY YOU TO CSOD FOR CORNERSTONE DURING THE TWELVE MONTHS PRIOR TO THE DATE THE
CLAIM(S) AROSE; OR (ii) THE SUM OF ONE THOUSAND DOLLARS ($1,000). THE EXISTENCE OF
MORE THAN ONE CLAIM SHALL NOT EXPAND ANY SUCH LIMITATION. YOU ACKNOWLEDGE THAT IF NO
FEES ARE PAID TO CSOD FOR CORNERSTONE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY,
UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND
FROM THE CSOD PARTIES, REGARDLESS OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF
LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT CSOD SHALL NOT BE LIABLE FOR CONTENT OR THE
DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM
OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Service is controlled and offered by CSOD from its facilities in the United
States of America. CSOD makes no representations that the Service is appropriate or
available for use in other locations. Those who access or use the Service from other
jurisdictions do so of their own volition and are responsible for compliance with local
law.
17. NOTICE
You acknowledge that CSOD may establish general practices and additional limits
concerning use of Cornerstone. You may be notified via e-mail or website posting. CSOD
may also provide notices of changes to the Agreement or other matters by displaying
notices or links to notices to you generally on Cornerstone. Your agreement to these
Terms of Use constitutes your agreement that you are deemed to have received any and
all notices that would have been delivered had you accessed Cornerstone in an
authorised manner.
18. GENERAL
Independent Contractors. You and CSOD are independent contractors and no
agency, partnership, joint venture, employee-employer or franchisor-franchisee
relationship is intended or created by this Agreement.
Entire agreement. The Agreement, including the Privacy Policy, the
information provided to you and by you during the sign-up process and during the
upgrade/downgrade of your account and any other documents that are incorporated into
this Agreement by reference, constitutes the entire agreement between you and CSOD and
governs your use of Cornerstone, superseding any prior agreements between you and CSOD
(including, but not limited to, any prior versions of the Agreement). You also may be
subject to additional terms and conditions that may apply when you use other CSOD
services, Third-Party Content, third-party software or third-party services offered
through Cornerstone.
Choice of jurisdiction and forum. You and CSOD both agree that this Agreement
and the relationship between the parties shall be governed by the laws of the State of
California without regard to its conflict of law provisions and that any and all
claims, causes of action or disputes (regardless of theory) arising from or relating to
the Agreement or the relationship between you and CSOD shall be brought exclusively in
the courts located in the county of Los Angeles, California or the
U.S. District Court for the Central District of California. You and CSOD agree to
submit to the personal jurisdiction of the courts located within the county of Los
Angeles, California or the Central District of California and agree to waive any and
all objections to the exercise of jurisdiction over the parties by such courts and to
venue in such courts.
Waiver and severability of terms. The failure of CSOD to exercise or enforce
any right or provision of the Agreement shall not constitute a waiver of such rights or
provisions. If any provision of the Agreement or incorporated documents is found by a
court of competent jurisdiction to be invalid, the parties nevertheless agree that the
court should endeavour to give effect to the parties' intentions as reflected in the
provision, and the other provisions of the Agreement shall remain in full force and
effect.
Statute of Limitations. You agree that, regardless of any statute or law to
the contrary, any claim or cause of action arising out of or related to use of the
Service or the Agreement must be filed within one (1) year after such claim or cause of
action arose or be forever barred.
Titles. The section titles in the Agreement are for convenience only and have
no legal or contractual effect.
Force Majeure. CSOD shall not be responsible to you as a result of any delay
or default in carrying out its obligations hereunder that is due in whole or in part to
an event beyond of the control of CSOD.
Language. The governing language of the Agreement is English, which shall
prevail over any other language used in any translated document.
19. VIOLATIONS
Please report any violations of the Agreement to aweiss@csod.com.
Copyright 2011 Cornerstone OnDemand, Inc. All rights reserved.