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(Last updated 14 June 2011)
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 objective-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.
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.
The following definitions apply to material on the Service:
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.
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.
“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.
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:
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.
You agree that by utilising and/or accessing the Service you will not
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.
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.
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:
The above information must be submitted to the following DMCA Agent:
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.
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.
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.
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.
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.
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.
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 OR (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.
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, (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) 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.
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.
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.
Please report any violations of the Agreement to firstname.lastname@example.org.
Copyright 2011 Cornerstone OnDemand, Inc. All rights reserved.