Terms And Conditions

CorePark Customer Agreement

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

  1. Services.
    1. Provision of Services. Customer and users of Customer's Services account ("End Users") may access and use the Services in accordance with this Agreement.
    2. Facilities and Data Processing. CorePark will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against unauthorized or unlawful access to, use, and processing of Customer Data. "Customer Data" means Stored Data and Account Data. "Stored Data" means the files and structured data submitted to the Services by Customer or End Users. "Account Data" means the account and contact information submitted to the Services by Customer or End Users.
    3. Modifications to the Services. CorePark may update the Services from time to time. If CorePark changes the Services in a manner that materially reduces their functionality, CorePark will inform Customer via the email address associated with the account.
    4. Software. Some Services allow Customer to download CorePark Software which may update automatically. CorePark software may be proprietary or include one or more third-party licensed software. Customer may use the Software only to access the Services. If any component of the Software is open source, its license may override this Agreement.
    5. Tablets and Mobile Devices. Customer may request tablets and mobile devices for use with the Services. If approved, CorePark may lease devices that include cases and chargers. Customer is responsible for maintaining and protecting these devices. Loss, theft, or damage will incur replacement and administrative costs.
    6. Cellular Service. If requested, CorePark may enable cellular service for tablets via third-party providers. Customer is responsible for contract length and data overages, which will be billed with markup and management fees.
  2. Customer Obligations.
    1. Access to Customer Data. Customer is responsible for providing CorePark access to Customer Data necessary to deliver the Services.
    2. Compliance. Customer is responsible for the use of the Services by its End Users. Both Customer and End Users must comply with the "Acceptable Use Policy" in Section 13. Customer will obtain necessary consents from End Users and comply with applicable laws and regulations.
    3. Customer Administration of the Services. Customer may assign End Users as "Administrators". These Administrators may access, manage, restrict, or remove Customer Data and manage user access. Customer is responsible for:
      1. Maintaining the confidentiality of passwords and Administrator accounts;
      2. Managing access to Administrator accounts; and
      3. Ensuring Administrator activity complies with this Agreement.
    4. Unauthorized Use & Access. Customer will prevent and terminate any unauthorized use or access to the Services by End Users and notify CorePark immediately.
    5. Restricted Uses. Customer will not:
      1. Sell, resell, or lease the Services;
      2. Use the Services in high-risk activities that could lead to physical harm;
      3. Share login credentials or assist unauthorized access;
      4. Reverse engineer the Services (unless legally permitted).
    6. Third Party Requests.
      1. "Third Party Request" means a request for End User data by legal authorities or third parties, such as subpoenas, court orders, or user-consented disclosures.
      2. Customer is responsible for responding to such requests using their own access. CorePark should only be contacted if efforts fail.
      3. CorePark will make commercially reasonable efforts to:
        1. Notify Customer upon receipt of a Third Party Request;
        2. Comply with Customer’s reasonable instructions to oppose such request;
        3. Provide information or tools for Customer to respond, if necessary.
  3. Customer Obligations.
    1. Access to Customer Data. Customer is responsible for providing CorePark access to Customer Data necessary to deliver the Services.
    2. Compliance. Customer is responsible for the use of the Services by its End Users. Both Customer and End Users must comply with the "Acceptable Use Policy" in Section 13. Customer will obtain necessary consents from End Users and comply with applicable laws and regulations.
    3. Customer Administration of the Services. Customer may assign End Users as "Administrators". These Administrators may access, manage, restrict, or remove Customer Data and manage user access. Customer is responsible for:
      1. Maintaining the confidentiality of passwords and Administrator accounts;
      2. Managing access to Administrator accounts; and
      3. Ensuring Administrator activity complies with this Agreement.
    4. Unauthorized Use & Access. Customer will prevent and terminate any unauthorized use or access to the Services by End Users and notify CorePark immediately.
    5. Restricted Uses. Customer will not:
      1. Sell, resell, or lease the Services;
      2. Use the Services in high-risk activities that could lead to physical harm;
      3. Share login credentials or assist unauthorized access;
      4. Reverse engineer the Services (unless legally permitted).
    6. Third Party Requests.
      1. "Third Party Request" means a request for End User data by legal authorities or third parties, such as subpoenas, court orders, or user-consented disclosures.
      2. Customer is responsible for responding to such requests using their own access. CorePark should only be contacted if efforts fail.
      3. CorePark will make commercially reasonable efforts to:
        1. Notify Customer upon receipt of a Third Party Request;
        2. Comply with Customer’s reasonable instructions to oppose such request;
        3. Provide information or tools for Customer to respond, if necessary.
  4. Third-Party Services.
    1. If Customer uses any third-party service (e.g., a service that uses a CorePark API) with the Services:
    2. (a) CorePark is not responsible for any act or omission of the third party, including access to or use of Customer Data.
    3. (b) CorePark does not warrant or support any service provided by the third party.
  5. Suspension.
    1. Of End User Accounts by CorePark. If an End User violates this Agreement or uses the Services in a way that may cause liability to CorePark, CorePark may request that Customer suspend or terminate the applicable End User account. If Customer fails to do so promptly, CorePark may suspend or terminate the account directly.
    2. Security Emergencies. In the event of a Security Emergency, CorePark may suspend the Services immediately. CorePark will make commercially reasonable efforts to narrow the suspension to only what is necessary. A "Security Emergency" includes:
      1. Use of the Services that disrupts CorePark’s infrastructure or other customers;
      2. Unauthorized third-party access to the Services.
  6. Intellectual Property Rights.
    1. Reservation of Rights. Except as expressly stated in this Agreement:
      1. CorePark does not obtain any Intellectual Property Rights in Customer Data.
      2. Customer does not obtain any Intellectual Property Rights in the Services or CorePark trademarks and brand features.
      "Intellectual Property Rights" refers to all worldwide rights under patent, copyright, trade secret, trademark, moral rights, and similar protections.
    2. Limited Permission. Customer grants CorePark only the rights necessary to offer the Services (e.g., hosting Stored Data). This includes rights for trusted third parties used by CorePark (e.g., PDF viewing services).
    3. Suggestions. CorePark may freely use, modify, incorporate, and sublicense any feedback or suggestions provided by Customer or End Users without obligation.
    4. Customer List. CorePark may include Customer’s name in its customer listings on its website or promotional materials.
  7. Fees & Payment.
    1. Fees. Customer will pay, and authorizes CorePark to charge using the selected payment method, for all applicable fees. Fees for services, tablets, and cellular service will be agreed in writing and are non-refundable except as required by law. Customer is responsible for providing accurate billing and contact information. CorePark may suspend or terminate the Services for non-payment.
    2. Auto Renewals. If the Customer's account is set to auto-renewal, CorePark may automatically charge for the renewal unless Customer notifies CorePark of cancellation. CorePark may revise service rates with at least 30 days' notice.
    3. Annual Price Adjustment. The subscription fee for the Software Services may be adjusted annually, not exceeding a 7% increase over the prior year. CorePark will notify Customer at least 60 days before the new pricing takes effect.
    4. Taxes. Customer is responsible for all applicable taxes. If required to withhold taxes, Customer must provide an official tax receipt or other documentation.
    5. Purchase Orders. If a purchase order or PO number is required:
      1. (i) Customer must provide it at the time of purchase.
      2. (ii) Any terms in the PO conflicting with this Agreement are null and void.
    6. Device Loss and Damage Policy. In case of loss or damage to provided devices:
      1. Loss of Device:
        1. Handheld: $700 charge
        2. Tablet: $950 charge
      2. Damage to Device:
        1. One-time damage fee: $250
        2. Customer is also responsible for repair costs and shipping, unless covered under warranty.
  8. Term & Termination.
    1. Term. This Agreement will remain in effect for one (1) year or until Customer’s subscription to the Services expires or terminates, or until the Agreement is otherwise terminated.
    2. Termination for Breach. Either CorePark or Customer may terminate this Agreement if:
      1. (i) The other party is in material breach and fails to cure the breach within 30 days of written notice; or
      2. (ii) The other party ceases business operations or enters insolvency proceedings that are not dismissed within 90 days.
    3. Effects of Termination. Upon termination:
      1. (i) All rights granted by CorePark to Customer cease immediately (except as otherwise noted);
      2. (ii) CorePark may grant temporary access to the Customer account at current fees to allow data export;
      3. (iii) After a commercially reasonable period, CorePark may delete all Stored Data related to the Customer’s account.
      The following sections will survive termination: 2(f), 5, 6, 7(c), 8, 9, 10, 11, and 12.
  9. Indemnification.
    1. By Customer. Customer will indemnify, defend, and hold harmless CorePark from all liabilities, damages, and costs (including reasonable attorneys' fees and settlement costs) arising from any third-party claim related to:
      1. (i) Customer Data;
      2. (ii) Customer’s use of the Services in violation of this Agreement; or
      3. (iii) End Users’ use of the Services in violation of this Agreement.
    2. By CorePark. CorePark will indemnify, defend, and hold harmless Customer from all liabilities, damages, and costs (including reasonable attorneys' fees and settlement costs) resulting from third-party claims alleging that CorePark's technology used to provide the Services infringes or misappropriates copyrights, trade secrets, U.S. patents, or trademarks—except when claims arise from:
      1. (i) Use of Services in modified form or combined with third-party materials not provided by CorePark;
      2. (ii) Content, information, or data provided by Customer, End Users, or third parties.
    3. Possible Infringement. If CorePark believes the Services may infringe third-party rights, it may:
      1. (i) Obtain the right for Customer to continue using the Services at CorePark’s expense;
      2. (ii) Provide a functionally equivalent, non-infringing alternative; or
      3. (iii) Modify the Services to eliminate the infringement.
      If none of these options are commercially reasonable, CorePark may suspend or terminate Customer’s use of the affected Services.
    4. General. The indemnified party must promptly notify the other of any claim and cooperate in the defense. The indemnifying party has full control of the defense, except:
      1. (i) Settlements requiring admission of liability require prior written consent (not to be unreasonably withheld);
      2. (ii) The other party may participate with its own counsel at its own expense.
      Note: These indemnities are the only remedy under this Agreement for third-party intellectual property claims.
  10. Disclaimers.
    1. The Services are provided "as is". To the fullest extent permitted by law, and except as expressly stated in this Agreement, neither Customer nor CorePark (including its affiliates, suppliers, and distributors) makes any warranty of any kind, whether express, implied, statutory, or otherwise.
    2. This includes, but is not limited to, warranties of merchantability, fitness for a particular use, and non-infringement.
    3. Customer is solely responsible for maintaining and backing up any Stored Data.
  11. Limitation of Liability.
    1. Limitation on Indirect Liability. To the fullest extent permitted by law, and except for CorePark’s or Customer’s indemnification obligations, neither party (including affiliates, suppliers, and distributors) will be liable under this Agreement for:
      1. (i) Indirect, special, incidental, consequential, exemplary, or punitive damages; or
      2. (ii) Loss of use, data, business, revenues, or profits (whether direct or indirect), even if the party was advised of the possibility of such damages or if a remedy fails of its essential purpose.
    2. Limitation on Amount of Liability. To the fullest extent permitted by law, CorePark’s total aggregate liability under this Agreement will not exceed the lesser of:
      1. $100,000 USD; or
      2. The amount paid by Customer to CorePark in the twelve (12) months prior to the event giving rise to the liability.
  12. Disputes.
    1. Informal Resolution. Before initiating any formal legal proceeding, each party agrees to attempt to resolve the dispute by contacting the other party through the notice procedures described in Section 12(e). If the dispute is not resolved within 30 days of notice, either party may proceed with formal action.
    2. Agreement to Arbitrate. Any claims related to this Agreement or the Services will be resolved by final and binding arbitration, except as outlined below. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and held in Orange County, California, or another mutually agreed location.
    3. Exception to Arbitration. Either party may bring a lawsuit in the federal or state courts of Orange County, California, solely for injunctive relief to stop unauthorized use or infringement of intellectual property rights, without going through the informal resolution process. Both parties consent to venue and personal jurisdiction in that location.
    4. No Class Actions. Customer agrees to resolve disputes on an individual basis. Class actions, class arbitrations, private attorney general actions, and consolidations with other arbitrations are not allowed.
  13. Miscellaneous.
    1. Terms Modification. CorePark may revise this Agreement from time to time. If CorePark determines a revision is material, it will notify Customer (e.g., via email). Continued use of the Services after the effective date of the revised Agreement constitutes acceptance. If Customer does not agree, they may terminate within 30 days of notice.
    2. Entire Agreement. This Agreement, along with any invoice and order form, constitutes the entire agreement between the parties and supersedes prior understandings. In case of conflict, the following order applies:
      1. (i) Invoice,
      2. (ii) Order form,
      3. (iii) This Agreement.
    3. Governing Law. This Agreement is governed by California law, excluding its conflict of laws principles.
    4. Severability. If any provision is unenforceable, it will be modified as necessary to reflect the parties' intention, and the rest of the Agreement will remain in full effect.
    5. Notice. Notices must be sent via first class, airmail, or overnight courier and are considered received when delivered. Notices to Customer may be sent to the account email. Notices to CorePark must be sent to:
      CorePark, 3349 Michelson, Suite 200, Irvine, CA 92612
      Copy to Legal Department or via email at legal@corepark.com.
    6. Waiver. A waiver of any default does not constitute a waiver of any future default.
    7. Assignment. Customer may not assign or transfer this Agreement without written consent from CorePark. CorePark may assign the Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets.
    8. No Agency. The parties are independent contractors. This Agreement does not create a partnership or agency relationship.
    9. Force Majeure. Except for payment obligations, neither party is liable for failure to perform due to circumstances beyond reasonable control (e.g., natural disasters, terrorism, war, labor disputes, or internet outages).
    10. No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. End Users are not third-party beneficiaries of Customer’s rights.
    11. Export Restrictions. Export and re-export of Customer Data may be subject to U.S. regulations. The Services may not be used in embargoed countries (e.g., Cuba, Iran, North Korea, Sudan, Syria). Customer must also comply with any relevant export laws and ensure the Services are not provided to parties listed in U.S. export control lists.
  14. CorePark Acceptable Use Policy.
    1. CorePark trusts its customers to use the Services responsibly. Misuse is prohibited. You agree not to, and not to allow others to, engage in any of the following:
    2. Probe, scan, or test the vulnerability of any system or network.
    3. Breach or circumvent any security or authentication measures.
    4. Access, tamper with, or use non-public areas of the Services or areas you’re not invited to.
    5. Interfere with or disrupt any user, host, or network (e.g., by sending a virus, flooding, or spamming).
    6. Access, search, or create accounts for the Services by any means other than CorePark's supported interfaces (e.g., no “scraping” or bulk account creation).
    7. Send unsolicited messages, promotions, advertisements, or spam.
    8. Send altered, deceptive, or false source-identifying information (including spoofing or phishing).
    9. Promote or advertise products/services not your own without authorization.
    10. Abuse referrals or promotions to gain more storage than deserved.
    11. Circumvent storage limits.
    12. Sell the Services unless explicitly authorized.
    13. Publish or share unlawful or indecent content, or content showing extreme violence.
    14. Promote hate or bigotry based on race, religion, ethnicity, sex, gender identity, sexual orientation, disability, or impairment.
    15. Violate the law (e.g., fraud, defamation, or misleading content).
    16. Infringe upon the privacy or rights of others.
    17. Modify, translate, reverse engineer, decompile, disassemble, or create derivative works from the Software (unless specifically allowed by law).