1. INTRODUCTION AND OVERVIEW
1.1 Core Campus, LLC (d/b/a Core Spaces) and its affiliates and partners (collectively referred to herein as, “Core Spaces,” “We,” “Us,” or “Our”) operate the website located at www.corespaces.com, as well as other Core Spaces’ property websites, wireless networks and associated services (e.g., wi-fi access points), online channels and social media accounts, including but not limited to those on Facebook, Instagram, and X (collectively, the “Service”). As used herein, the Service includes, without limitation, features on the Core Spaces websites, software code, scripts, interfaces, graphics, displays, text, images, artwork, music or video clips, documentation and other components or content and any updates, modifications or enhancements to these items accompanying the Service. We ask that each individual who accesses or uses the Service (each a “User” and, collectively, “Users,” and when such user specifically refers to you then “You,” “Your,” “Yours” or “Yourself”) take the time to read these Terms and Conditions carefully. These Terms and Conditions (together with additional terms and conditions referred to in Section 1.2 below, the “Agreement”) form the agreement between You and Core Spaces covering Your use of the Service and apply to all Users of the Service.
1.2 Your use of the Service must be strictly in accordance with the terms and conditions of this Agreement. By accessing or using the Service, You confirm to Core Spaces that You have read, understood, and agree to be bound by the terms of this Agreement as amended from time to time. Your use of the Service is subject to the Core Spaces Privacy Policy, but such document is not a part of this Agreement. Additionally, certain portions of the Service require you to agree to additional terms and conditions. For example, if you use the Service to access the internet via wi-fi provided by Core Spaces, you agree to be bound by the Core Campus Wi-Fi Terms and Conditions. All such additional terms and conditions are hereby made a part of this Agreement by reference. If You do not agree to be bound by all provisions of this Agreement, then You are not authorized to access or use any portion of the Service and must stop using, browsing, or accessing the Service immediately.
1.3 Your use of the Service also may be governed by terms and conditions required by (i) any applicable third-party content and service providers, (ii) the manufacturer and other providers of Your device(s) and its hardware and software components, including its operating system, (iii) the browser through which You visit the Service, (iv) the applicable wireless service or Internet service agreement for Your device(s), (v) any applicable open source or third-party software license, and (vi) the terms or conditions governing Your social media or other accounts for content services that You access through the Service. No other agreement, however, shall have the effect of limiting, encumbering or otherwise restricting Core Spaces’ rights and remedies or Your obligations under this Agreement, or waiving any restrictions on Your rights to use the Service under this Agreement.
1.4 If Core Spaces makes any updates or upgrades to the Service available to You, such updates or upgrades shall be subject to the terms and conditions of this Agreement, and Your continued access of the Service constitutes Your agreement to any updated Terms and Conditions and this Agreement.
1.5 This Service is only available for individuals age 13 years or older. Do not access any portion of the Service if You are under the age of 13. If You are between the ages of 13 and 18, You should review this Agreement with Your parent or guardian to make sure that You and Your parent or guardian understand it. No portion of the Service is intended to solicit information from minors (people under eighteen (18) years old), and the Service is not designed to determine whether a User is a minor. If You are under age eighteen (18), do not submit to Core Spaces any personally identifiable information, such as Your name, address, email address, telephone number or any other information that would permit Core Spaces to identify You. Because such information will not be specifically identified as being from minors, users of this Service should be aware that personally identifiable information submitted by minors may be treated in the same manner as information given by an adult. If Core Spaces learns that it has collected or received personal information from a child under the age of 13 without verification of parental consent, Core Spaces will undertake commercially reasonable efforts to delete that information. If You believe Core Spaces might have any information from or about a child under the age of 13, please promptly inform Core Spaces.
1.6 You represent and warrant that You have the legal right and capacity to enter into this Agreement.
1.7 Each time You access and/or use the Service, You agree to be bound by and comply with the terms and conditions of this Agreement. The business realities associated with operating the Service are such that, without the conditions that are set forth in this Agreement – such as Your grants and waivers of rights, the limitations on our liability, and Your indemnity to us – Core Spaces would not make the Service available to You.
2. AGREEMENT GRANT AND USE RESTRICTIONS
2.1 Restrictions on Use. You represent, warrant and agree that You are using the Service solely for Your own personal use and not for redistribution or transfer of any kind. You shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Service, even for research purposes; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Service; (c) violate any applicable laws, rules or regulations in connection with Your access to or use of the Service; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Core Spaces or its collaborators, suppliers or licensors; (e) use the Service in a manner that derives revenue directly from such use, or use the Service for any other purpose for which it is not designed or intended; (f) use the Service for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Core Spaces; (g) use the Service to send automated queries to any website or to send any unsolicited commercial e-mail; (h) use any proprietary information or interfaces of Core Spaces’ Service or other intellectual property of Core Spaces in the design, development, manufacture, licensing or distribution of any goods or services; (i) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Service; (j) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the Service; (k) access, tamper with, or use services or areas of the Service that You are not authorized to access; (l) alter information on or obtained from the Service; (m) tamper with postings, registration information, profiles, submissions or content belonging to the Service or other users of the Service; (n) use any robot, spider, scraper or other automated means or interface not provided by us to access the Service or extract data or gather or use information, such as email addresses, available from the Service or transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters”; (o) impersonate or misrepresent Your affiliation with any person or entity; (p) reverse engineer any licensed software, application, or any other aspect of the Service or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Service; or (q) take any action which might impose a significant burden (as determined by us) on the Service infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Service. You agree to abide by the rules and policies established from time to time by Core Spaces. Such rules and policies may include, for example, required or automated updates, modifications, and/or revisions to the Service and obtaining available patches to address security, interoperability or performance issues. These obligations survive termination of this Agreement.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 Rights to Service. You acknowledge and agree that the Service, any copies thereof (including without limitation any copy that You download, install, or use on Your device(s)), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Core Spaces or its collaborators, licensors, or suppliers. Furthermore, You acknowledge and agree that the source and object code of the Service and the format, directories, queries, algorithms, structure and organization of the Service are the intellectual property and proprietary and confidential information of Core Spaces and its collaborators, licensors and suppliers. Title to and ownership of the Service shall remain with Core Spaces. Core Spaces and its collaborators, licensors, and suppliers reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the Service (or any copy thereof) at any time without notice and will have no liability for doing so. Except as expressly stated in this Agreement, You are not granted any intellectual property rights in or to the Service by implication, estoppel or other legal theory, and all rights in and to the Service not expressly granted in this Agreement are hereby reserved and retained by Core Spaces. These obligations survive termination of this Agreement.
3.2 Third-Party Software. The Service may utilize or include third-party software that is subject to open-source agreement terms, or other applicable terms and conditions (“Third-Party Software”). You acknowledge and agree that Your right to use such Third-Party Software as part of the Service is subject to and governed by the terms and conditions of any applicable agreement, including, without limitation, any applicable acknowledgements, agreement terms and disclaimers contained therein (collectively, the “Third-Party Software Agreement Terms”).
3.3 Copyright Complaints. Core Spaces respects the intellectual property rights of others. If You believe that Your work has been copied and has been posted, stored or transmitted by or through the Service in a way that constitutes copyright infringement, please submit a notification to Core Spaces’ Copyright Agent pursuant to the Digital Millennium Copyright Act (“DMCA”). Core Spaces’ Copyright Agent for notice of claims of copyright infringement relating to the Service can be reached as follows:
Core Campus, LLC
1643 N. Milwaukee Ave., 5th floor
Chicago, IL 60647
Attn: Legal Department
Email: privacy@corespaces.com
All Notifications must include the following in order to be valid and to be processed by Core Spaces:
– A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
– Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
– Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
– Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
– A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
– A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
4. NO RESPONSIBILITY FOR THIRD-PARTY CONTENT AND SERVICES
4.1 You acknowledge that the Service may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content collaborators, marketing agents, vendors and other third parties (“Third-Party Content and Services”).
4.2 You acknowledge that Core Spaces has no obligation to investigate, monitor, represent or endorse the Third-Party Content and Services (including any third-party websites accessed through the Service). However, Core Spaces reserves the right to undertake such actions as it determines in its sole discretion. Furthermore, Your access to and use of the Third-Party Content and Services is at Your sole discretion and risk, and Core Spaces shall have no liability to You arising out of or in connection with Your access to and use of the Third-Party Content and Services. Third parties may collect information about You and Your device if You choose to use Third-Party Content and Services. Core Spaces and its collaborators, suppliers, and licensors are not responsible for third parties’ data collection practices. Core Spaces encourages You to review the third parties’ privacy policies.
4.3 Third-Party Terms of Service. You acknowledge and agree that Your access to and use of the Third-Party Content and Services and any correspondence or business dealings between You and any third party using the Service are governed by and require Your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. You assume all risks arising out of or resulting from Your transaction of business over the Internet and with any third party, and You agree that Core Spaces and its collaborators, suppliers, and licensors are not responsible or liable for any loss resulting from the presence of information about or from, or links to, such advertisers or service providers. You agree to use the Third-Party Content and Services at Your sole risk and that Core Spaces and its collaborators, suppliers, and licensors shall have no liability to You for information, material or subject matter that is found to be incomplete, inaccurate, offensive, indecent, or objectionable.
5. PRIVACY AND POSTING TO WEBSITE
5.1 The Service’s practices governing any collection and use of Your personal information are disclosed in the Core Spaces Privacy Policy.
5.2 You agree that you will not post to the Service or provide any submission or content that is or appears to be the following: (i) untrue, misleading, libelous, harmful, threatening, illegal, abusive, harassing, defamatory, vulgar, obscene, invasive to another person’s privacy rights, publicity rights or protected data, hateful, or discriminatory, or that would otherwise give rise to criminal or civil liability; (ii) infringing upon a third party’s intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, including any content that is the subject of any claim of infringement; (iii) of a type that You do not have a right to transmit under any law or under contractual or fiduciary relationships, such as proprietary and confidential information; (iv) unsolicited, undisclosed or unauthorized advertising; (v) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, including “spyware,” “adware” or other code that could adversely impact the Service or any recipient; or (vi) data or information obtained through access that was not authorized by the owner, or that you are not authorized to post.
5.3 Core Spaces will not be liable for any loss or damage (of any kind and under any legal theory) to You or any third party arising from Your inability or failure for any reason to comply with any of the foregoing obligations.
5.4 If any information that You provide is, or if Core Spaces has reasonable grounds to suspect that any information that You provide is, false, inaccurate, outdated, incomplete, or violates any applicable terms or conditions or law, then Core Spaces may suspend or terminate Your account. Core Spaces also reserves the more general and broad right to terminate Your account or suspend or otherwise deny You access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability.
5.5 Core Spaces may act upon any instructions or information received under Your e-mail address without further verification.
6. USER GENERATED CONTENT
6.1 Core Spaces may allow You to upload certain images, graphics, photos, audio and video clips, statements and other content or materials (collectively, “Content”) on or through the Service. You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content to the Service. You are solely responsible for Your conduct and any Content that You post on or through the Service. Core Spaces has no responsibility for user Content or for the content of any messages or information posted by users or others. Core Spaces may, but has no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that Core Spaces determines in its sole discretion violates this Agreement.
6.2 Core Spaces does not claim ownership of any Content that You post on or via the Service. Instead, You hereby grant to Core Spaces a non-exclusive, perpetual, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, publish and distribute the Content that You post on or through the Service in all media and types of advertising and promotion throughout the world.
6.3 You represent and warrant that: (i) You own the Content posted by You on or via the Service or otherwise have the right to grant the rights and agreements set forth in this Agreement; (ii) the posting and use of Your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iii) You agree to pay for all royalties, fees, and any other monies owed by reason of Content You post on or through the Service. Additionally, You expressly release Core Spaces from and against any and all claims that You may have at any time for the remuneration, invasion of privacy, rights of publicity, defamation or any cause of action arising out of Core Spaces’ use or any advertisement, marketing device or other publication relating to Core Spaces’ use of Your Content.
7. BUGS AND VIRUSES
7.1 Core Spaces does not guarantee that the Service will be secure or free from bugs or viruses. You are responsible for configuring Your information technology, computer programs and platform to access the Service. You should use your own virus protection software.
8. TERM AND TERMINATION
8.1 This Agreement shall be effective until terminated. Core Spaces may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms or conditions of this Agreement, then this Agreement and any rights afforded to You hereunder shall terminate automatically, without any notice or other action by Core Spaces. Upon the termination of this Agreement, You shall cease all use of the Service. Core Spaces may, without notice to You, disable the Service.
8.2 Core Spaces will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy Core Spaces may have, now or in the future. These obligations survive termination of this Agreement.
9. DISCLAIMER OF WARRANTIES
9.1 YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE, INCLUDING ALL CONTENT CONTAINED THEREIN OR ACCESSED THEREBY, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SERVICE AND ANY THIRD-PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SERVICE AND THIRD-PARTY CONTENT AND SERVICES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.2 CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE OR THIRD-PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE OR THIRD-PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SERVICE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE SERVICE OR THIRD-PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CORE SPACES OR FROM THE SERVICE SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY.
9.3 YOU ACKNOWLEDGE THAT CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SERVICE. YOU ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE PERFORMANCE OF, USE OR MISUSE OF, FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE. CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE SERVICE WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR DEVICE(S). FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR DEVICE TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT DAMAGE TO YOUR DEVICE, LOSS OF THE DATA LOCATED ON YOUR DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR DEVICE. YOU ACKNOWLEDGE AND AGREE THAT CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED, RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. SHOULD THE SERVICE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE BURDEN OF ALL NECESSARY EXPENSES, SERVICING, REPAIR, OR CORRECTION. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
10. LIMITATION OF LIABILITY
EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL CORE SPACES, ITS COLLABORATORS, SUPPLIERS OR LICENSORS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE OF, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE AND ANY THIRD-PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CORE SPACES’ AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED TWO DOLLARS ($2.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
11. INDEMNIFICATION
11.1 You shall indemnify, defend and hold harmless Core Spaces and its collaborators, suppliers and licensors, and their officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Your access to or use of this Service or Third-Party Content and Services; (ii) Your breach of this Agreement; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party. You will promptly notify Core Spaces in writing of any third-party claim arising out of or in connection with Your access to or use of the Service. These obligations survive termination of this Agreement.
12. DISPUTE RESOLUTION BY BINDING ARBITRATION; NO CLASS ACTIONS
12.1 If Core Spaces has not been able to resolve a dispute it has with You after attempting to do so informally, each party agrees to resolve such a dispute through binding arbitration instead of in courts of general jurisdiction. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as modified by this Agreement, and will take place in Chicago, Illinois.
12.2 Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
12.3 The complete statement of the agreement between You and Core Spaces regarding arbitration is set forth in the comprehensive section below titled “DISPUTE RESOLUTION BY BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER”. Please read such statement of agreement carefully.
13. MISCELLANEOUS
The following miscellaneous provisions survive termination, or expiration of this Agreement.
13.1 Governing Law, Limitation on Actions. Core Spaces makes no representation that materials in the Service are appropriate or available for use in other locations. These terms shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law. To the extent that the arbitration provision above is deemed not to control, You agree that any permitted action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in Cook County in Illinois and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
13.3 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter; nor shall the waiver of a breach constitute waiver of any subsequent breach.
13.4 Modification or Amendment. Core Spaces reserves the right to modify or discontinue, temporarily or permanently, at any time and from time to time, the Service (or any function or feature of the Service or any part thereof) with or without notice. You agree that Core Spaces will not be liable to You or to any third party for any such modification, suspension or discontinuance of the Service. This Agreement may be updated or changed from time to time, as determined by Core Spaces in its sole discretion. Any changes or modifications will be effective immediately upon such notice, and You waive any right You may have to receive specific notice of such changes or modifications. Your use of the Service following updates or a change to this Agreement constitutes Your acceptance of those changes; therefore, You should frequently review this Agreement to understand the terms and conditions that apply to Your use of the Service. If You do not agree to the revisions, You must stop using, browsing, or accessing the Service immediately.
13.5 Survival. Any provisions of this Agreement which by their express language or by their context are intended to survive the termination of this Agreement shall survive such termination.
13.6 Third-Party Beneficiaries. Except as explicitly provided in this Agreement, nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.
13.7 No Transfer by You. You may not rent, lease, lend, sublicense, assign or transfer any portion of the Service, this Agreement or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. These obligations survive termination of this Agreement. Core Spaces may assign this Agreement without restriction.
13.8 Entire Agreement. This Agreement including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Service licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
DISPUTE RESOLUTION BY BINDING
INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS DOCUMENT CAREFULLY BECAUSE IT REQUIRES YOU AND CORE SPACES TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CORE SPACES EXCEPT THAT (I) ANY DISPUTE FALLING WITHIN THE JURISDICTIONAL SCOPE AND AMOUNT OF AN APPROPRIATE SMALL CLAIMS COURT MAY BE BROUGHT IN SMALL CLAIMS COURT ON AN INDIVIDUAL BASIS, AND (ii) ANY DISPUTE TO SEEK TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION.
Arbitration Agreement. You and Core Spaces agree that all claims and disputes relating in any way to Your use of the Service, information collected or provided by You to us through the Service, or to any products or services You use, purchase, or purchased through the Service, shall be resolved by binding arbitration on an individual basis. Arbitration is the referral of a claim or dispute to one or more persons charged with reviewing the claim or dispute and making a final binding determination to resolve it instead of having it decided by a judge or jury in court. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION OR ADMINISTRATIVE PROCEEDING, TO SETTLE DISPUTES. THE RULES IN ARBITRATION ARE DIFFERENT AND ARE ADDRESSED BELOW.
Waiver of Jury Trial. YOU AND CORE SPACES WAIVE ANY RIGHT, INCLUDING ANY CONSTITUTIONAL OR STATUTORY RIGHT TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY EXCEPT AS PROVIDED IN THIS DISPUTE RESOLUTION BY BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER SECTION, YOU AND CORE SPACES ARE INSTEAD ELECTING TO HAVE CLAIMS AND DISPUTES RESOLVED BY ARBITRATION.
Mandatory Pre-Arbitration Notice and Commitment to Good-Faith Negotiations. Before either You or Core Spaces may initiate an arbitration proceeding or any action in a judicial proceeding, You and Core Spaces agree that each party will notify the other in writing of any claim or a dispute reasonably anticipated to lead to, or that will lead to, arbitration or a judicial proceeding, so that the parties can initially try to resolve the claim or dispute informally and individually. Notice by Core Spaces will be sent to You at Your last known email addresses on file, and notice by You to Core Spaces must be sent by email to Core Spaces at the following email address: privacy@corespaces.com. The notice of dispute must include Your name, street address, telephone number, and email address on file with us, as well as a brief description of the claim or dispute that is specific and individual to You, the amount of money (if any) at issue, and the specific relief sought. The notice of dispute must also include the name, street address, telephone number, and email address of any attorney or law firm that represents You with respect to the claim or dispute. You and Core Spaces then agree to negotiate personally, individually, and in good faith to try to resolve the claim or dispute. If and only if the parties cannot resolve the claim or dispute within sixty (60) days after the notice is received, then either party may commence an arbitration proceeding with a written demand for arbitration. Any limitations period will be tolled from the date the dispute is noticed to the other side until the expiration of this sixty (60) day period. Compliance with this Mandatory Pre-Arbitration Notice and Commitment to Good-Faith Negotiations provision is a condition precedent and requirement for initiating any arbitration proceeding. If the sufficiency of a notice of dispute or compliance with this Mandatory Pre-Arbitration Notice and Commitment to Good-Faith Negotiations provision is disputed, that dispute may be decided by a court on an individual basis at either Party’s election, and any formal dispute resolution proceeding shall be stayed pending resolution of that dispute. A court shall have the authority to enforce this condition precedent, which includes the power to enjoin the filing or prosecution of a demand for arbitration and the collection of any fees associated therewith. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in this informal process.
Arbitration Procedures. The arbitration of any dispute or claim subject to this Dispute Resolution by Binding Individual Arbitration and Class Action Waiver section shall be governed by the Federal Arbitration Act (the “FAA”) and shall be administered by the American Arbitration Association (the “AAA”) and conducted in accordance with the AAA Consumer Arbitration Rules and, as applicable, the AAA Mass Arbitration Supplementary Rules, as any such rules may be modified by this arbitration agreement and by the AAA. The AAA Rules and filing forms are available online at www.adr.org/rules or by calling AAA at 1-800-778-7879. If the AAA is unavailable or unwilling to administer arbitration consistent with this Dispute Resolution by Binding Individual Arbitration and Class Action Waiver section, another arbitration provider shall be selected by the parties that will administer the arbitration consistent with it. If the parties cannot agree on a provider, one shall be selected by a court that will administer the arbitration consistent with this section. You may choose to have the arbitration conducted by telephone, virtually, based on written submissions, or at an in person hearing in the county where You live or at another mutually agreed upon location. Core Spaces reserves the right to request a hearing from the arbitrator. You agree to personally appear at any in-person hearing (along with Your counsel if You are represented). An arbitrator must follow and enforce these Terms as a court would. The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding in which You are not a named party.
No Class Arbitrations, Class Actions, or Representative Actions. TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, YOU AND CORE SPACES AGREE THAT EACH PARTY MAY BRING CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS DISPUTE RESOLUTION BY BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER SECTION AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. CLAIMS AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE BROUGHT AS A CLASS OR OTHER TYPE OF REPRESENTATIVE ACTION OR ON BEHALF OF ANY INDIVIDUAL OR OTHER GROUP. UNLESS YOU AND CORE SPACES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE, PROCEEDING. AN ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S) OR DISPUTE. ANY RELIEF AWARDED CANNOT AFFECT OTHER CORE SPACES’ USERS. IF, AFTER EXHAUSTION OF ALL APPEALS, ANY OF THESE PROHIBITIONS ON NON-INDIVIDUALIZED RELIEF AND CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDINGS ARE FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF, THEN SUCH A CLAIM OR REQUEST FOR RELIEF WILL BE DECIDED BY A COURT OF COMPETENT JURISDICTION, AFTER ALL OTHER CLAIMS AND REQUESTS FOR RELIEF ARE ARBITRATED.
Arbitration and Other Fees and Costs. Payment of arbitration fees will be governed by the AAA Rules and fee schedule. However, You agree that Core Spaces will have no obligation to pay any AAA fees in connection with any arbitration filed in violation of these Terms. You and we agree that the parties have a common interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, You or Core Spaces may elect to engage with the AAA regarding arbitration fees, and You and Core Spaces agree that the parties (and counsel, if applicable) will work together in good faith to ensure that arbitration remains cost-effective for all parties. The parties shall be responsible for their own attorney’s fees and costs in arbitration, unless an award of attorney’s fees or costs is authorized by law or the arbitrator determines that a claim or proceeding was frivolous or brought for an improper purpose or in bad faith. If the arbitrator determines that a claim or dispute was frivolous or brought for an improper purpose or in bad faith, the party that brought that claim or dispute will reimburse the other party for any amounts paid for the arbitration of that claim or dispute.
Survival Severability of this Section. This Dispute Resolution by Binding Individual Arbitration and Class Action Waiver section shall survive any termination or cancellation of Your use of the Service, information collected or provided by You to Core Spaces on or through the Service, any products or services You use or purchase, or are used or purchased, through the Service, and Your relationship with Core Spaces. Any amendments to this Dispute Resolution by Binding Individual Arbitration and Class Action Waiver section shall not affect any then-active or pending arbitration proceeding.