Welcome to UtilizeCore. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: support@utilizecore.com

Phone: +1-917-310-5422

Address: 236 West 27th Street, Floor 12, New York, New York 10001

These Terms of Use (the “Terms”) are a binding contract between you and UTILIZECORE, INC. (“UtilizeCore,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy, Service Level Agreement, and Release Policy. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at https://www.utilizecore.com, send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

UtilizeCore takes the privacy of its users very seriously. For the current UtilizeCore Privacy Policy, please click here Privacy Policy

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 16 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at support@utilizecore.com

What are the basics of using UtilizeCore?

You may be required to sign up for an account, select a password and user name (“UtilizeCore User ID”), and provide us with certain information or data, such as your contact information. Additionally, you may provide any business-related documents, including any employment-related information and documents, such as your Employer Identification Number, Form W-9, Form 1099-MISC, Certificate of Insurance, or other similar information or documents (“Documents”). You hereby grant UtilizeCore the right to use, display, and provide to other users the Documents in connection with the Services and in accordance with these Terms and the Privacy Policy. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your UtilizeCore User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Google, Outlook, and LinkedIn. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services (for example, Brokers and Contractors must comply with all laws that relate to their respective Broker Services or Contractor Services (as defined below)). If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your UtilizeCore User ID, account or password with anyone, and you must protect the security of your UtilizeCore User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your UtilizeCore User ID and account.

Connecting Contractors, Brokers, and Clients

UtilizeCore connects those facilitating services (“Brokers”), those providing services (“Contractors”), and those receiving services (“Clients”). When we use the word “you” in these Terms, it refers to any user, regardless of whether such user is a Broker, Contractor, or Client, while if we use one of those specific terms, it only applies to that category of user.

Before receiving services from any Broker (“Broker Services”) or any Contractor (“Contractor Services”), Clients are responsible for making their own determinations that the recommended Broker or Contractor is suitable. UtilizeCore is only responsible for connecting Brokers, Contractors, and Clients, and can’t and won’t be responsible for making sure that Broker Services or Contractor Services are actually provided or are up to a certain standard of quality. UtilizeCore similarly can’t and won’t be responsible for ensuring that information (including credentials) a Broker, Contractor, or Client provides about itself is accurate or up-to-date. We don’t control the actions of any Broker, Contractor, or Client, and neither Brokers nor Contractors are our employees.

Brokers and Contractors are independent contractors of Clients and not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of UtilizeCore. UtilizeCore does not offer the Broker Services or Contractor Services and does not employ individuals to perform the Broker Services or Contractor Services. You hereby acknowledge that UtilizeCore does not supervise, direct, control or monitor the Broker Services or Contractor Services and expressly disclaims any responsibility and liability for the Broker Services or Contractor Services, including but not limited to any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code.

Requesting Services

UtilizeCore also offers Clients the option to submit requests on this site (“Requests”). Such Requests may be accepted by a Broker. Client, at its discretion, may choose whether to accept or reject services from a Broker. If a Client decides to engage a Broker for a Request, such services constitute Broker Services and are subject to these Terms.

Service Agreements

You acknowledge and agree that a legally binding contract (the “Service Agreement” ) may be formed when the Client and Broker agree on the terms of a Request. The terms of the Service Agreement include the terms set forth in these Terms, the engagement terms proposed and accepted on the Request, and any other contractual terms accepted by both the Client and the Broker to the extent such terms do not conflict with these Terms, and do not expand UtilizeCore’s obligations or restrict UtilizeCore’s rights under these Terms. UtilizeCore is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between UtilizeCore and the Broker, nor will it create an employment relationship between the Client and the Broker. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of UtilizeCore.

Where approved in advance by the Client, the Broker is not obligated to personally perform the Request. The Broker may engage one or more Contractors to fulfill the Request and such services constitute Contractor Services and are subject to these Terms. The Broker assumes full and sole responsibility for the acts and omissions of such Contractors and is fully responsible for the lawful payment of all compensation, benefits and expenses of Contractors, if any, and for all required and applicable tax withholdings as to such Contractors.

The Client shall pay their Broker in full for all services provided under a Request, at the rates agreed to by the parties in the Service Agreement. Each user agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Request.

Brokers are free to maintain a clientele without any restrictions from UtilizeCore and are free to offer and provide their services elsewhere, including through competing platforms. Brokers are free to accept or reject Clients and Requests. Brokers are not penalized for rejecting Clients or Requests, though if Brokers accept a Client or contract through this site, they are expected to fulfill their contractual obligations to the Client. Brokers set their own rates for services performed under Requests, without deduction by UtilizeCore. Brokers acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Agreements and performing Requests and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.

Licensing Requirements

Brokers alone are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Requests. Indeed, certain types of Requests and services may be prohibited altogether, and it is the responsibility of Brokers to avoid such prohibited Requests and services. Penalties may include fines or other law enforcement. If you have questions about how national/ state/ provincial/ territorial and local laws apply to your Requests and related services, you should first seek appropriate legal guidance.

Because UtilizeCore does not supervise, scope, direct, control, or monitor a Broker’s work or performance of Requests, Clients must determine for themselves whether a Broker has the skills and qualifications necessary to perform the specific Request at hand. Clients may wish to consult their national/state/provincial/territorial or local requirements to determine whether certain Requests are required to be performed by a licensed or otherwise registered professional. Clients may also wish to discuss with their Broker any specific hazards, obstacles, or impediments in the Request location (both visible and concealed) that may impact the performance of the Request.

You acknowledge and agree that a violation of any provision in this Section is a material breach of these Terms.

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that UtilizeCore sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want UtilizeCore to send you information that we think may be of interest to you, which may include UtilizeCore using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from UtilizeCore, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from UtilizeCore. You agree to indemnify and hold UtilizeCore harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content or User Submission (as those terms are defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else (including UtilizeCore);
2. violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by UtilizeCore;
3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing (which includes, but is not limited to, violence, threats of violence and similar conduct), defamatory, obscene, or otherwise objectionable;
4. jeopardizes the security of your UtilizeCore User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
5. attempts, in any manner, to obtain the password, account, or other security information from any other user;
6. violates the security of any computer network, or cracks any passwords or security encryption codes;
7. runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
8. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
9. copies or stores any significant portion of the Content; or
10. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Are there any terms specific to me as a Broker or Contractor?

No Broker or Contractor may collect any information from or relating to Clients (“Client Information”), whether via the Services, in the course of performing Broker Services or Contractor Services, or otherwise, beyond what is necessary to perform the Broker Services or Contractor Services for the applicable Client from or about whom such Client Information was collected. Providers also must not use any Client Information beyond what is necessary to perform the Broker Services or Contractor Services for such applicable Client. Upon the conclusion of the Broker Services or Contractor Services for a Client (or otherwise upon the request of such Client or UtilizeCore), Broker or Contractor must properly destroy all Client Information from or relating to such Client and make no further use of it whatsoever. Brokers or Contractors must collect, use, maintain, and transmit all Client Information in compliance with all applicable laws.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including UtilizeCore's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that UtilizeCore owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this Section still apply.

What about anything I contribute to the Services – do I have to grant any licenses to UtilizeCore or to other users?

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. Notwithstanding the foregoing, any portion of the User Submission that contains financial data (including rates for services) shall not be shared or viewable by other users without your authorization. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

Licenses

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

By submitting User Submissions through the Services, you hereby do and shall grant UtilizeCore a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Certain features of the Services allow you to share information with others, including through your social networks or other Third Party Accounts. When Content is authorized for sharing, we will clearly identify the Content you are authorized to redistribute and the ways you may redistribute it, usually by providing a “share” button on or near the Content. If you share information from the Services with others through your Third Party Accounts, such as your social networks, you authorize UtilizeCore to share that information with the applicable Third Party Account provider. Please review the policies of any Third Party Account providers you share information with or through for additional information about how they may use your information. If you redistribute Content, you must be able to edit or delete any Content you redistribute, and you must edit or delete it promptly upon our request.

Finally, you understand and agree that UtilizeCore, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What if I see something on the Services that infringes my copyright?

In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

1. Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to UtilizeCore's Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):
   1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
   2. Identification of works or materials being infringed;
   3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
   4. Contact information about the notifier including address, telephone number and, if available, email address;
   5. A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
   6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
2. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent.. Upon receipt of a proper notice of copyright infringement, we reserve the right to:
3. Procedure to Supply a Counter-Notice to the Designated Agent.. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:
   1. A physical or electronic signature of the content provider;
   2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
   3. A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
   4. Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Company may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion.

Please contact UtilizeCore's Designated Agent at the following address:

UtilizeCore, Inc.

Attn: DMCA Designated Agent

236 West 27th Street, Floor 12, New York, New York 10001

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by UtilizeCore. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that UtilizeCore is not responsible for such risks.

UtilizeCore has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, UtilizeCore will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that UtilizeCore is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release UtilizeCore, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will UtilizeCore ever change the Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll give you notice when we make a material change to the Services that would adversely affect you. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

1. Paid Services.. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see our Paid Services page for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. For example, some Paid Services will charge a fee for downloading or installing the Services through the App Store (as defined below) linked to your specific device. You agree to comply with, and your license to use our mobile application is conditioned upon your compliance with, such App Store terms and conditions. Any refunds relating to the applications or inquiries regarding refunds relating to the applications shall be handled solely by the applicable App Store in accordance with such App Store’s terms and conditions. Unless otherwise agreed, all subscriptions shall be for a minimum of one (1) year and you agree to be bound to the payment terms regardless of cancellation prior to the termination of the subscription.
2. Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
3. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
4. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD GO TO SUBSCRIPTION MANAGER
5. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
6. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
7. Auto-Renewal for Paid Services. Unless you opt out of auto-renewal, which can be done through your SUBSCRIPTION MANAGER, any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to SUBSCRIPTION MANAGER. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR COMPANY SUBSCRIPTION MANAGER OR TERMINATE YOUR UTILIZECORE ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, UTILIZECORE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
8. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
9. Free Trials and Other Promotions. Any free trial is subject to a $10,000 cumulative usage limit (the “Threshold”), which shall be calculated monthly based on invoices submitted by Client(s) using our Services. For any usage that exceeds the Threshold, transactions shall be subject to a 5.6% fee per transaction.

What if I want to stop using the Services?

You’re free to do that at any time by contacting us at support@utilizecore.com please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

UtilizeCore is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms. UtilizeCore has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms; for example, a Client who believes that a Broker or Contractor may be in breach of these Terms is not able to enforce these Terms against that Broker or Contractor.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.

If you have deleted your account by mistake, contact us immediately at support@utilizecore.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

What about Mobile Applications and In-App Purchases?

You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

Through our mobile applications, you may purchase (“In-App Purchase”) certain goods or features designed to enhance the performance of the Services. When you make an In-App Purchase, you are doing so through either the Apple iTunes service or the Google Play service and you are agreeing to their respective Terms and Conditions, available at http://www.apple.com/legal/internet-services/itunes/us/terms.html http://play.google.com/intl/en_us/about/play-terms.html. UtilizeCore is not a party to any In-App Purchase.

I use the UtilizeCore App available via the Apple App Store – should I know anything about that?

These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:

1. Both you and UtilizeCore acknowledge that the Terms are concluded between you and UtilizeCore only, and not with Apple, and that Apple is not responsible for the Application or the Content;
2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
3. You will only use the Application in connection with an Apple device that you own or control;
4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
6. You acknowledge and agree that UtilizeCore, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
7. You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, UtilizeCore, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
9. Both you and UtilizeCore acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
10. Both you and UtilizeCore acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
11. In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL-TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

What else do I need to know?

Warranty Disclaimer. UtilizeCore and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (UtilizeCore and all such parties together, the “UtilizeCore Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the UtilizeCore Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The UtilizeCore Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services, including any Broker Services or Contractor Services. THE SERVICES AND CONTENT ARE PROVIDED BY UTILIZECORE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE UTILIZECORE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO UTILIZECORE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the UtilizeCore Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without UtilizeCore's prior written consent. Upon notice, we may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with UtilizeCore and limits the manner in which you can seek relief from UtilizeCore.

1. Arbitration Rules; Applicability of Arbitration Agreement.. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
2. Costs of Arbitration.. The Rules will govern payment of all arbitration fees. UtilizeCore will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. UtilizeCore will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
3. Small Claims Court; Infringement.. Either you or UtilizeCore may assert claims, if they qualify, in small claims court in New York County, New York or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
4. Waiver of Jury Trial.. YOU AND UTILIZECORE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and UtilizeCore are instead choosing to have claims and disputes resolved by arbitration. 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. In any litigation between you and UtilizeCore over whether to vacate or enforce an arbitration award, YOU AND UTILIZECORE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
5. Waiver of Class or Consolidated Actions.. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor UtilizeCore is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
6. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 236 West 27th Street, Floor 12, New York, New York 10001 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.
7. Exclusive Venue.If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or UtilizeCore to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and UtilizeCore agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New York County, New York, or the federal district in which that county falls.
8. SeverabilityIf the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with UtilizeCore.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the UtilizeCore may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and UtilizeCore agree that these Terms are the complete and exclusive statement of the mutual understanding between you and UtilizeCore, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of UtilizeCore, and you do not have any authority of any kind to bind UtilizeCore in any respect whatsoever.




Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and UtilizeCore agree there are no third-party beneficiaries intended under these Terms.

END USER LICENSE AGREEMENT

This copy of UtilizeCore ("the Software Product") and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. The Licensee's ("you" or "your") license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement").

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.

This Agreement entitles you to install and use one copy of the Software Product. In addition, you may make one archival copy of the Software Product. The archival copy must be on a storage medium other than a hard drive, and may only be used for the reinstallation of the Software Product. This Agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users. Multiple copy use or installation is only allowed if you obtain an appropriate licensing agreement for each user and each copy of the Software Product. For further information regarding multiple copy licensing of the Software Product, please contact:

Without first obtaining the express written consent of UtilizeCore, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.

You may not use, copy, or install the Software Product on any system with more than one computer, or permit the use, copying, or installation of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license.

You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software Product.

You may not use the database portion of the Software Product in connection with any software other than the Software Product.

You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion.

You may not copy any part of the Software Product except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. You may make one archival copy which must be stored on a medium other than a computer hard drive.

UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY UTILIZECORE, UTILIZECORE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.

UtilizeCore makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. UtilizeCore makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. UTILIZECORE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

UNDER NO CIRCUMSTANCES SHALL UTILIZECORE, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF UTILIZECORE OR ANY OTHER PARTY, EVEN IF UTILIZECORE IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS UTILIZECORE'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of UtilizeCore. UtilizeCore reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If UtilizeCore is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling.

Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by UtilizeCore to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold UtilizeCore harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.

This Agreement is governed by the laws of New York, without regard to New York's conflict or choice of law provisions.

Production Release Policy

Service level agreement (SLA)

However, there are exclusions. This SLA does not apply to:

• Any equipment, software, services, third party or otherwise, or any other parts of the System not listed above.
• Software, equipment or services not purchased via and managed by Vendor.

Additionally, this SLA does not apply when:

• The problem has been caused by using equipment, software or service(s) in a way that is not recommended.
• The client has made unauthorized changes to the configuration or set up of affected equipment, software or services.
• The client has prevented Vendor from performing required maintenance and update tasks.
• The issue has been caused by unsupported mobile devices, equipment, software or other services. This SLA does not apply in circumstances that could be reasonably said to be beyond Vendor’s control. For instance: floods, war, acts of god, civil unrest and so on. This SLA also does not apply if the client is in breach of its contract with Vendor for any reason (e.g. late payment of fees, improper use, violation of terms, etc.).

Vendor responsibilities

• Vendor will provide and maintain the System used by the client.
• Vendor will make available the System through internet, iOS and Android stores and proprietary client applications.

Additionally, Vendor will:

• Ensure relevant software, services and equipment are available to the client where necessary.
• Respond to support requests within a reasonable timeframe.
• Take steps to escalate and resolve issues in an appropriate, timely manner.
• Maintain good communication with the client at all times. Client responsibilities The client will use Vendor-provided system as intended. [The client will be responsible for, and obtain, all consents required under any law or regulation in any jurisdiction, relating to the use of the System on the telephone system, including but not limited to the Telephone Consumer Protection Act (“TCPA”).] [The client will insure, indemnify, and hold harmless Vendor for any violations, real or alleged, of any laws or regulations, relating to the use of the System with the client’s consumers and clients. In other words, the client represents that it has the right to send text messages or SMS messages to its clients using the System and promises to indemnify Vendor if it does not.] [The client will provide Vendor with the use of the client’s business phone number for purposes of receiving incoming SMS or text messages.]

Additionally, the client will:

• Notify the client of issues or problems in a timely manner.
• Provide Vendor with access to equipment, software and services for the purposes of maintenance, updates and fault prevention.
• Maintain good communication with Vendor at all times.

Guaranteed uptime: Uptime levels 99.9%

• In order to enable the client to do business effectively, Vendor guarantees that certain items will be available for a certain percentage of time.
  • The UtilizeCore Service Business Automation System is guaranteed to have a 99.9% uptime.
  • The Weather Monitoring System is guaranteed to have a 99.9% uptime.
  • The Field Tech Mobile app is guaranteed to have a 99.9% uptime.
• Back-off Requirements" means, when an error occurs, the devices are responsible for waiting for a period of time before issuing another request. This means that after the first error, there is a minimum back-off interval of 30 seconds and for each consecutive error, the back-off interval increases exponentially up to 5 mins.
• "Downtime" means more than a 15% Error Rate for the UtilizeCore Service Business Automation component, Weather Monitoring Module component and Field Tech Connect mobile application component. Downtime is measured based on server-side Error Rate.
• "Downtime Period" means a period of 30 mins or more consecutive minutes of Downtime. Partial minutes will not be counted towards any Downtime Periods.
• "Error Rate" means: for the UtilizeCore Website (HTTP) component, the number of Valid Requests that result in a response with HTTP Status 50x and Code "Internal Error" divided by the total number of Valid Requests during that period; and for the UtilizeCore, the number of Valid Requests that result in device disconnections as reported in UtilizeCore Stackdriver metrics (or other similar metrics made available to Client), divided by the total number of Valid Requests during that period. Repeated identical requests do not count toward the Error Rate unless they conform to the Back-off Requirements.

GDPR SECURITY

The General Data Protection Regulation (the “GDPR”) went into effect on May 25, 2018. The regulation harmonizes the patchwork of privacy regulations currently in effect around Europe. The regulations help people stay in control of their information, and UtilizeCore agrees with this principle. UtilizeCore does not sell customer data or use it for anything other than helping Service Managers. GDPR requires that companies take security and privacy seriously. It also requires transparency about how data is stored, moved, and processed. Companies must allow data subjects to control their data, and EU residents can ask for their data to be corrected, deleted, or exported. Companies need to document how they bulk process their customers’ information. They must enforce policies to protect that data, and for larger data processing operations, they need to have a Data Protection Officer with the power to control how data is processed and protected. Like the laws currently in effect, the GDPR defines when it is okay for companies to move data out of the EU.

UtilizeCore has worked with world-class legal, privacy, and cybersecurity consultants to audit its products and processes for GDPR compliance. In accordance with the regulation, we have balanced the need for security and data privacy protection with the legal, contractual, and commercial requirements of service managers.

The GDPR requires that data controllers define how data processors use the data they get from controllers. UtilizeCore has updated its Master SaaS Agreement, which provides the necessary information and includes the required components for GDPR, including standard contractual clauses for international data transfers.

(i) UtilizeCore is GDPR ready. UtilizeCore has a privacy policy located at  click here.

The UtilizeCore Privacy Policy is located at  click here.

We cannot cannot give you legal advice and ultimately you are responsible for your compliance to all laws. This FAQ represents a dedicated effort, working with world-class counsel and consultants, to understand GDPR and its impact on service management.