Corcentric User Terms of Service
Welcome to Corcentric. Please read all of the rights and restrictions set forth in these Corcentric User Terms of Service (the “User Terms”). These User Terms are a legally binding agreement between Corcentric, LLC “Corcentric”, “we”, “us” and “you” as the “User” and set forth the terms and conditions that govern your use and/or access of Corcentric’s online services platforms, including:
Corcentric Platform, CorConnect, Fleet Solutions, COR360, Netsend, PO-Driven Enrollment, SmartSource 9.X, SmartSource Cloud, SmartContracts, SmartAnalytics, eAccess, iSupport (the “Software Services”).
By accessing the Software Services, you agree to be bound by the terms and conditions of these User Terms.
1. Commercial Agreement.
- You represent to Corcentric that YOU have been granted rights to access and use the Software Services by a Customer, as an authorized user. A Customer is an entity who has entered into an ORDER, SUBSCRIPTION AGREEMENT, TRIAL AGREEMENT, OR OTHER BINDING COMMERCIAL AGREEMENT (EACH A “COMMERCIAL AGREEMENT”) WITH CORCENTRIC IN CONNECTION WITH THE RIGHT TO USE THE SOFTWARE SERVICES. USE OF THE SOFTWARE SERVICES IS SUBJECT TO THE TERMS AND CONDITIONS WHICH ARE SPECIFIED UNDER THE COMMERCIAL AGREEMENT. THE TERMS AND CONDITIONS OF THE COMMERCIAL AGREEMENT ARE INCORPORATED BY REFERENCE INTO THESE USER TERMS, AND IN THE EVENT OF CONFLICT BETWEEN THE COMMERCIAL AGREEMENT AND THESE USER TERMS, THE COMMERCIAL AGREEMENT SHALL CONTROL.
- IF YOU HAVE REGISTERED FOR A TRIAL, CORCENTRIC WILL MAKE THE SOFTWARE SERVICES AVAILABLE TO YOU ON A TRIAL BASIS UNTIL THE EARLIER OF (A) THE END OF THE TRIAL PERIOD, OR (B) THE START DATE OF ANY PURCHASED SUBSCRIPTION PERIOD.
2. Rights Granted & Ownership.
- For the duration of the Commercial Agreement, Corcentric grants to you a non-exclusive, non-transferable, worldwide, limited right to access and use the Software Services solely for the permitted uses under the Commercial Agreement.
- The Software Services are proprietary to Corcentric. Corcentric hereby retains all right, title and interest in and to the Software Services, the documentation and associated intellectual property rights, and User acknowledges that it neither owns nor acquires any intellectual property rights or license to use the Software Services in excess of the scope and/or duration of the Software Services stated in the Commercial Agreement.
3. Account Registration & Your Data.
- In order to access the Software Services, you or Customer must register you to create an account. You agree to provide true, accurate, current and complete information about yourself as prompted by the registration and log in process (such information being your “Account Information”) and promptly update any such information so that it remains current. You may receive a unique username and password in connection with your account (collectively referred to herein as your “Username”). User agrees not to allow any other person to use User’s Username and/or password to access or use the Software Services under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your Username and password.
- You agree and acknowledge that Customer is responsible for managing your access and use of the Software Services as an authorized User. Customer may modify and re-assign access and rights you may have within the Software Services.
- As part of your use of the Software Services, you may submit and upload data, documents, information and/or content to the Software Services (“Your Data”). You acknowledge that as between Corcentric and Customer, Your Data is owned by Customer and that Corcentric and Customer may use Your Data through their use and provision, as applicable, of the Software Services. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of Your Data.
- You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Software Services (“Submissions”) provided by you to Corcentric are non-confidential and hereby grant to Corcentric an non-exclusive, royalty-free, fully paid-up, assignable, transferable, sublicensable, perpetual, irrevocable worldwide right and license to use and exploit such Submissions. You hereby assign to Corcentric all exclusive rights, including all intellectual property rights, to Submissions and Corcentric shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without notice, attribution or compensation to you.
- AS BETWEEN CORCENTRIC AND CUSTOMER, IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF YOUR DATA; (B) ENSURE THAT THE TRANSFER AND PROCESSING OF YOUR DATA UNDER THE COMMERCIAL AGREEMENT IS LAWFUL; (C) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU THAT ARE NECESSARY FOR THE LAWFUL USE OF YOUR DATA; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU RELATING TO OR BASED ON YOUR DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.
4.1 You shall not engage in any act or omission that would impair Corcentric’s intellectual property rights in the Software Services and any other materials, information, processes or subject matter proprietary to Corcentric.
4.2 You may not and may not cause or permit others to:
a. Remove or modify any program markings or any notice of Corcentric’s or its licensors’ proprietary rights;
b. Make the programs or materials from the Software Services available in any manner to any third party for use in the third party’s business operations;
- Modify or make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Software Services, or access or use the Software Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Corcentric;
- License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software Services or Corcentric materials or Documentation in any way.
- Use the Software Services other than in accordance with the Documentation available for each Software Service. “Documentation” means all standards, reference materials, system requirements, and other similar information and materials the describe the functionality and operability of the Software Services, which may be updated amended, or replaced by Corcentric from time to time.
- Authorize any other third party to access or use the Software Services through your account or otherwise share your account with any other party.
4.3 You shall not use or permit use of the Software Services for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Corcentric under these User Terms, Corcentric reserves the right to take remedial action if any material violates the restrictions in the foregoing sentence, including the removal or disablement of access to such material. Corcentric shall have no liability to you in the event that Corcentric takes such action.
5. Updates to the Software Services.
You agree and acknowledge Corcentric may make changes or updates to the Software Services (such as infrastructure, security, technical configurations, application features, etc.) during the Term, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third Party Content. “Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Corcentric and made available to you through, within, or in conjunction with your use of the Software Services.
6. Term and Termination.
The Term of these User Terms shall begin on the date that you begin to access and/or use the Software Services until terminated pursuant to these User Terms (the “Term”). Corcentric may terminate these User Terms or suspend your access immediately if you fail to comply with any provision of this these User Terms. In the event of termination of these User Terms, all rights granted hereunder shall immediately expire and you shall no longer have rights to access or use the Software Services. Provisions that survive termination or expiration of these User Terms are those relating to limitation of liability, Indemnification, and others which by their nature are intended to survive.
In its provision of the Software Services to you, Corcentric may disclose to you certain information that is confidential to Corcentric, including, but not limited to any data or information in any form disclosed by Corcentric to you by any means (the “Confidential Information”). You agree not to disclose the Confidential Information to any third party other than as set forth herein for a period of three years from the date of the disclosure of the Confidential Information to you. You will not use the Confidential Information except (i) as necessary to perform your duties under these User Terms; and (ii) in any other manner that these User Terms expressly authorizes. Your duties under this section will apply to (i) information which is marked to clearly identify it as the Corcentric’s Confidential Information, or, if disclosed orally, which is identified as Confidential Information both at the time of disclosure; and (ii) information which, due to its nature or the circumstances surrounding its disclosure, any reasonable person would conclude is intended to be considered confidential and proprietary for purposes of these User Terms.
8. Mobile Services.
The Software Services may be available via mobile phone and may provide without limitation the ability to upload content and to send and receive messages, instant messages, and other types of communications that may be developed for the Software Services (collectively the “Mobile Services”). Your mobile carrier’s normal rules, regulations messaging, data and other rates and fees may apply when using the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all mobile carriers or devices.
9. Disclaimer of Warranty.
THE SOFTWARE SERVICES ARE PROVIDED “AS IS” AND EXCEPT AS OTHER PROVIDED HEREIN, CORCENTRIC EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, VALUE, OPERABILITY, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, NON-INFRINGEMENT, AND/OR THE ABSENCE OF DEFECTS THEREIN, WHETHER LATENT OR PATENT. YOU ACKNOWLEDGE THAT CORCENTRIC’S OBLIGATIONS UNDER THESE USER TERMS ARE FOR THE BENEFIT OF YOU ONLY.
10. Limitation of Liability.
IN NO EVENT SHALL CORCENTRIC BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE USER TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF CORCENTRIC TO USER FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE USER TERMS, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED FIFTY DOLLARS (U.S. $50.00) IN THE AGGREGATE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE USER TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Software Services. You agree that such export laws govern your use of the Software Services (including technical data) and any deliverables provided under these User Terms. You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations).
If any provision of these User Terms is invalid or unenforceable for any reason, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in these User Terms shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of these User Terms invalid or unenforceable whatsoever.
14. Government Use.
The Corcentric Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government Users and end users acquire the Corcentric Software with only those rights set forth herein.
15. Controlling Law and Complete Agreement.
These User Terms shall be construed and interpreted under the laws of the State of Delaware, without regard to the conflict of laws principals thereof or to the United Nations Convention for the International Sale of Goods. If any provision of these User Terms, or portion thereof, is found to be unenforceable, such provision shall be enforced to the maximum extent possible and the remainder of this these User Terms shall continue in full force and effect.
You may not assign these User Terms or give or transfer the Software Services or an interest in them to another individual or entity.
Corcentric may modify and update these User Terms from time to time. You can review the most current version of the User Terms at any time by visiting this page. All changes will become effective on the date we publish such change. Your continued use of the Software Services after the effective date of any changes shall constitute your acceptance of the revised User Terms.
18. Entire Agreement.
You agree that these User Terms and the information which is incorporated into these User Terms by written reference, together with the Commercial Agreement, if applicable, is the complete agreement for the Software Services and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Software Services.