Last updated: November 30, 2023

 

TERMS OF SERVICE OF CORPORA, INC.

 

Acceptance of the Terms of Service

These terms of service are entered into by and between you and Corpora, Inc., a Delaware corporation (“Company”, “we”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service” or “Terms”), govern your access to and use of the Corpora application, including any content, functionality, features, and services offered on or through the application, including the service related to the Section 83(b) election (“Corpora”), as well as the Corpora website, www.corpora.us, all subdomains thereof, and social media accounts, pages, and other online platforms we operate related to Corpora (collectively, the “Site”), whether as a guest or a User (defined below). References herein to Corpora shall also mean to include the Site, as the context requires. References herein to “you”, “your”, or “yours” shall refer to you.

 

PLEASE READ THE TERMS OF SERVICE CAREFULLY BEFORE YOU START TO REGISTER WITH, USE, OR ACCESS CORPORA. BY REGISTERING WITH, USING, OR ACCESSING CORPORA, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF SERVICE, WHICH ALSO INCLUDES OUR PRIVACY POLICY, FOUND AT WWW.CORPORA.US/PRIVACY, INCORPORATED HEREIN BY REFERENCE; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT, AND IF YOU ARE ENTERING INTO THIS BINDING AGREEMENT ON BEHALF OF AN ENTITY, THAT YOU ARE DULY AUTHORIZED TO BIND SUCH ENTITY; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU AND/OR THE ENTITY YOU REPRESENT ARE LEGALLY BOUND BY IT.  IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, YOU MUST NOT REGISTER WITH, USE, OR ACCESS CORPORA.  REFERENCES HEREIN TO “USE” OR “ACCESS” SHALL INCLUDE REGISTERING WITH, USING, AND/OR ACCESSING THE CONTENT, FEATURES, FUNCTIONALITY, AND/OR SERVICES OF CORPORA OR THE SITE.

 

THESE TERMS INCLUDE: (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; (3) A WAIVER OF TRIAL BY JURY; AND (4) A RELEASE BY YOU OF CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF CORPORA.  EXCEPT IF YOU OPT-OUT OR IN CASE OF CERTAIN LIMITED EXCEPTIONS, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION.

 

Changes to the Terms of Service

We may revise and update these Terms from time to time in our sole discretion. When we do update these Terms, we will also revise the “Last Updated” date at the top of these Terms.  All changes are effective immediately when we post them.  Your continued use of Corpora following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.  We may send you a courtesy email if we have an email address on file for you notifying you of changes to the Terms.

 

NOT A LAW FIRM OR LAWYER; NO LEGAL ADVICE

COMPANY IS NOT A LAW FIRM OR LAWYER NOR IS IT A SUBSTITUTE FOR A LAW FIRM OR LAWYER.  USING CORPORA DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP.  WE ALSO DO NOT ENDORSE ANY ATTORNEYS, AND  WE ARE NOT AN “ATTORNEY REFERRAL SERVICE”.  THE CONTENT, FEATURES, FUNCTIONALITY, AND/OR SERVICES MADE AVAILABLE THROUGH CORPORA – INCLUDING, WITHOUT LIMITATION, THE ALERTS FEATURE, THE ANALYTICS FEATURE, THE CHATBOT TOOL, AND THE PROVIDED TEMPLATES – DO NOT CONSTITUTE LEGAL ADVICE AND SHALL NOT BE TAKEN AS SUCH.  GUESTS, USERS, AND CUSTOMERS ARE HEREBY ENCOURAGED TO SEEK AND OBTAIN APPROPRIATE COUNSEL FOR THEIR LEGAL NEEDS.

NON-RELIANCE ON INFORMATION POSTED

THE INFORMATION, DOCUMENTS, TEXT, AND OTHER DATA PRESENTED ON OR THROUGH CORPORA AND/OR THE SITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION.  ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER GUEST OR USER OF CORPORA AND/OR THE SITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

User Types; Using and Accessing Corpora

Guest: A Guest is any individual who accesses the Site but is not a User.

User: A User is an individual who registers a user account (“User Account”) with Corpora, regardless of whether the User is accessing and/or using paid services or not.  Users may include startup representatives (such as officers), attorneys, investors, as well as other individuals who are related to or otherwise transact with startups.

Customer: A Customer is an entity that accesses and/or uses Corpora through one or more authorized User(s) for the purposes that Corpora is provided, regardless of whether such use is paid or not.

 

The Site is accessible to both Guests and Users.  Corpora, as a SaaS application, and/or its content, features, functionality, and/or services, including such services that are subject to payment, may be accessed and used only by Users.  Customers are bound by these Terms as well as any other terms (such as those reflected in a SaaS Services Agreement, if one is entered into between the Company and the Customer) which are accepted by the User(s) which represent such Customer.

 

While registering a User Account, Users may be required to share certain personal or Customer information.  It is a condition of your use of Corpora that all the information you provide is correct, current, and complete. You agree that all information you provide to us is governed by our Terms of Service, including the Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Terms of Service, including the Privacy Policy.

 

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is specific to you and agree not to provide any other third party with access to Corpora or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information.

 

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.  Further, we also reserve the right to suspend, restrict, or otherwise limit Guests’ and/or Users’ access to or use of Corpora at any time, for any period, or at all, in our sole discretion, with or without reason or cause, and without notice.

 

Corpora is not intended for use or access by any individual under the age of thirteen (13) years, and Company does not knowingly, willingly, or intentionally collect personal information from such individuals in any medium for any purpose.

 

Services Pertaining to Section 83(b) Election
Corpora’s services pertaining to the Section 83(b) Election are governed by special terms which are accessible here. By using these services, you acknowledge that you have read, understand, and agree with these special terms. These services continue to remain subject to these Terms of Service, including the Privacy Policy.

 

Purchases and Payments

Fees and prices for using Corpora, as well as refund policies, shall be provided by Company through its Site or other written notices or documentation such as the SaaS Services Agreement.  Payments will be processed through a third-party vendor, and the processing of such payments, refunds, accuracy of payment methods and related matters are also subject to the policies of such vendors.  Payments to Company are non-refundable, unless explicitly provided otherwise in writing.

  

All payment information (such as a debit or credit card information) that you provide to Company must be accurate, active, and complete.  By using Corpora, you authorize us to charge your account for monies owed by you to Company in accordance with these Terms.  You hereby represent and warrant that your use of the payment information is legal, that you have the right to use such payment information as a way to pay for your use of Corpora.  If upon the termination of these Terms toward you, you owe monies related to your use of Corpora, then you agree to pay such monies, and you agree for us to take all necessary and reasonable steps to that effect.

 

License Grant

Subject to these Terms, the Company grants you a limited, non-exclusive, non-sublicenseable, and nontransferable license to register with, use, and access Corpora and/or the Site only in connection with the purpose for which the same are provided on a computer, tablet, smartphone, mobile device, and/or any electronic device owned by your or otherwise in your possession (“Device”) strictly in accordance with these Terms.

 

License Restrictions

You shall not: (a) copy Corpora, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of Corpora; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Corpora or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from Corpora, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Corpora, or any content, features, functionality, or services of Corpora, to any third party for any reason, including by making Corpora available on a network where it is capable of being accessed by more than one device at any time, except as expressly authorized by these Terms; (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting Corpora; or (g) use Corpora in, or in association with, the design, construction, maintenance, or operation of any hazardous, emergency, life-threatening, high-risk, and/or high-stake environments or systems, including, without limitation, any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems; vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.

 

Reservation of Rights

You acknowledge and agree that Corpora is provided under license, and not sold, to you. You do not acquire any ownership interest in Corpora under these Terms, or any other rights thereto other than to use Corpora in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Company and its licensors and vendors reserve and shall retain their entire right, title, and interest in and to Corpora, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

 

Collection and Use of Your Information

By registering with, using, accessing and providing information to or through Corpora, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

 

Updates

We may from time to time in our sole discretion, with or without reason or cause, and without notice, withdraw or amend Corpora, develop, provide, and implement updates for Corpora, and/or otherwise make changes to all or parts of Corpora which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”).  Updates may also modify or delete in their entirety certain content, features, functionality, and services.  You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular content, features, functionality, or services.

 

We may or may not backup any or all content, features, functionalities, services, or aspects of Corpora, including your settings; however, we take no responsibility for any such material that is lost, damaged, or deleted, and you hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.  We will not be liable if for any reason all or any part of Corpora is unavailable at any time, for any period, or at all. 

 

You agree that all Updates will be deemed part of Corpora and be subject to all terms and conditions of these Terms.

 

Intellectual Property Rights

Corpora, the Site, and its and their entire contents, features, functionality, and services (including but not limited to any and all information, software, text, displays, templates, images, video and audio, and the design, selection and arrangement thereof, User Accounts, titles, computer code, themes, objects, avatars, avatar names, stories, dialogue, catch phrases, locations, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, any related documentation, “applets” incorporated into Corpora and/or the Site, and the server software) are owned by Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.  You agree that you have no rights or title in or to any content that appears in Corpora and/or the Site, and any other attributes associated with your access and use of Corpora or stored on Corpora’s server, other than as explicitly provided hereunder.  Notwithstanding anything to the contrary herein, you exclusively own all rights, title, and interest in and to all of your proprietary data.  All use of your data shall be subject to our Privacy Policy.

 

You agree to fully and exclusively assign to us upon creation, with full and exclusive ownership rights, any intellectual property or other tangible or intangible rights, interest, or title that you have or may have toward or related to Corpora and the Site. You further agree to waive any and all causes of action against us that you may have in regards to any right, interest, or title that cannot be assigned to us in accordance with these Terms.

 

These Terms permit you to access and use Corpora and the Site for the purposes for which they are provided only.  You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on Corpora, except as follows: (i) your Device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; and (ii) you may store files that are automatically cached by your Device for display enhancement purposes.

 

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of Corpora in breach of these Terms, your right to use Corpora may be ceased immediately and you must, at our option, return or destroy any copies of the materials you have made. Except as explicitly provided herein, no right, title or interest in or to Corpora or any content on Corpora is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of Corpora not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

 

Trademarks

Company name, the names and icons of Corpora, Corpora logo and all related names, logos, product and service names, designs and slogans are trademarks of Company or its affiliates. You must not use such marks without the prior written permission of Company. All other names, logos, product and service names, designs and slogans on Corpora are the trademarks of their respective owners.

 

Prohibited Uses

You may use Corpora and the Site only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you agree not to use Corpora or the Site: (a) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (c) to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation; (d) to impersonate or attempt to impersonate Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing); or (e) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Corpora or the Site, or which, as determined by us, may harm Company, Guests, Users, or Customers of Corpora or the Site or expose them to liability.

 

Additionally, you agree not to: (f) use Corpora in any manner that could disable, overburden, damage, or impair Corpora or interfere with any other party’s use of Corpora, including their ability to engage in real time activities through Corpora; (g) use any robot, spider, or other automatic device, process, or means to access Corpora for any purpose, including monitoring or copying any of the material on Corpora; (h) use any manual process to monitor or copy any of the material on Corpora or for any other unauthorized purpose without our prior written consent; (i) use any device, software or routine that interferes with the proper working of Corpora; (j) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (k) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Corpora, the server on which Corpora is stored, or any server, computer, Device, or database connected to Corpora; (l) attack Corpora via a denial-of-service attack or a distributed denial-of-service attack; or (m) otherwise attempt to interfere with the proper working of Corpora.

We also do not recognize and cannot be forced to recognize the transfer of User Accounts.  You may not purchase, sell, gift, or trade any User Account, or offer to purchase, sell, gift, or trade any User Account, and any such attempt shall be void.  We cannot assume responsibility for any such transaction.

 

Monitoring and Enforcement; Termination

We have the right to: (a) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (b) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of Corpora; and (c) terminate, remove, or suspend your access, including your User Account, to all or part of Corpora for any or no reason, including without limitation, any violation of these Terms.  You acknowledge that our exercising of these rights may cause harm or damages to you, and you hereby acknowledge and agree that Company shall not be liable for any such harm or damages.  Additionally, Company shall not be liable or assume responsibility for the performance or nonperformance of the activities described in this section.

 

If you breach any of these Terms, all licenses granted by us, including permission to use Corpora, will terminate automatically. Additionally, we may suspend, disable, or delete your User Account, your access to or use of Corpora, or any part of the foregoing with or without notice, for any or no reason. If we delete your User Account for any suspected breach of these Terms by you, you are prohibited from re-registering on Corpora under a different name.  You hereby acknowledge and agree that Company shall not be liable for any harm or damages such actions or omissions may cause.  All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Company or you. Termination will not limit any of our other rights or remedies at law or in equity.

 

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone registering with, accessing, or using Corpora and/or the Site.  YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES AND VENDORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

 

Copyright Policy

We respect the intellectual property rights of others and expect our Guests and Users to do the same.  Content found to be infringing on the intellectual property rights of others will be removed in accordance Digital Millennium Copyright Act of 1998.  If you believe copyright is being unlawfully infringed upon by a Guest or User on or through Corpora and/or the Site, and if you have the authority to act (e.g., you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright), then please report the alleged copyright infringements taking place on or through Corpora and/or the Site by completing the following notice in accordance with 17 U.S.C. § 512(c) and delivering it to our Designated Copyright Agent.  Upon receipt of the notice as described below, we will take whatever action we deem appropriate in our sole discretion, including removal of the infringing material from Corpora and/or the Site.

 

The notification must include the following information: (i) identify the copyrighted work(s) that you claim has been infringed; (ii) identify the infringing material which you request us to be removed; (iii) provide your mailing address, telephone number, and e-mail address; (iv) include a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; (v) include a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner; and (vi) provide your full legal name and your physical or electronic signature.

 

Corpora, Inc.’s Copyright Agent to receive such notifications is:

Stepan Khzrtian

8605 Santa Monica Blvd., Suite 11005, West Hollywood, CA 90069

310-299-6796

support@corpora.us

 

Pursuant to 17 U.S.C. §512(f), the complaining party is subject to liability for any costs, attorney’s fees, and damages incurred by us in connection with the notification if the notification contains any misrepresentation of material fact.

 

Third-Party Materials and Links

Corpora and/or the Site may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials provided by other users and third parties) or provide links (each, a “Link”) to third-party websites, sites, resources, or services (collectively, including Links, the “Third-Party Materials”).  You acknowledge and agree that Company is not responsible for any Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof, or any statements or opinions expressed therein.  We have no control over the contents of Third-Party Materials and assume no responsibility or liability for them or for any loss or damage that may arise from your use of them. Third-Party Materials are provided solely as a convenience to you, and if you decide to access any of the Third-Party Materials on Corpora and/or the Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Materials.

 

Geographic Restrictions

The owner of Corpora is based in the state of Delaware in the United States.  Corpora is intended for access and use by persons located in the United States.  We make no claims that Corpora or any of its content, features, functionality, or services is accessible or appropriate outside of the United States, and you acknowledge that you may not be able to access all or some of Corpora outside of the United States. Access to Corpora may not be legal by certain persons or in certain countries.  If you access Corpora from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

 

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Company and its affiliates, licensors, and vendors, and each of their respective officers, directors, members, shareholders, owners, partners, employees, contractors, licensors, vendors, agents, and representatives, and each of their respective successors and assigns (Company and all such parties together, the “Company Parties”) make no representations or warranties concerning Corpora, including without limitation regarding any content, functionality, features, and services contained in or accessed through Corpora, and the Company Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of the same or any claims, actions, suits, procedures, costs, expenses, damages, or liabilities arising out of, or in any way related to, your access and use of Corpora. The Company Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services.

 

COMPANY DOES NOT REPRESENT OR WARRANT THAT CORPORA WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS.  CORPORA IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT CORPORA WILL MEET YOUR EXPECTATIONS, SPECIFICATIONS, OR REQUIREMENTS, OR THAT CORPORA WILL BE FREE OF VIRUSES, MALWARE, OR ERRORS. COMPANY FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE LOSS OR CORRUPTION OF DATA OR CONTENT UPLOADED TO, STORED BY, OR TRANSMITTED BY CORPORA, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS.

IN NO EVENT SHALL COMPANY BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY: (A) LOSS OR INACCURACY OF DATA, LOSS, OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE OR IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) DAMAGES WHICH, IN THE AGGREGATE, EXCEED (I) THE TOTAL AMOUNTS PAID BY YOU TO COMPANY FOR USE OF CORPORA OVER THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION FIRST ACCRUED, OR (II) IF THERE IS NO SUCH AMOUNT PAID, TEN U.S. DOLLARS ($10.00). THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE INSUFFICIENCY OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN.

 

CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION.  IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THESE TERMS, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

 

Indemnification

By agreeing to these Terms and using Corpora, you agree to defend, indemnify and hold harmless the Company Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys’ fees and costs) arising out of or relating to: (i) your use of Corpora, except as expressly authorized herein, (ii) your violation of these Terms, (iii) your infringement, misappropriation, or violation of any rights of any third party, including any claim that your actions caused damage to a third party, (iv) your violation of applicable laws, rules, or regulations, and/or (v) your negligence or willful misconduct.

 

Export Regulation and U.S. Government Rights

You represent and warrant that you are not: (a) located in a country that is subject to a U.S. government embargo; or, (b) listed on any U.S. government list of prohibited or restricted parties. You hereby agree that (i) you will comply with all applicable sanctions and export control laws, and (ii) you are solely responsible for ensuring that Corpora is accessed and/or used only in accordance with all applicable sanctions and export control laws.

 

Governing Law

These Terms are governed by the laws of the State of California, United States of America, without reference to its principles of conflict of laws.  You agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.  Corpora may not be used or accessed from or in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation this paragraph.

 

Arbitration, Jurisdiction, and Class Action Waiver

Binding Arbitration.  In the event the parties hereto are not able to resolve any dispute between them arising out of or concerning these Terms, whether arising in contract, tort, or any other legal theory, then such dispute shall be resolved exclusively through final, binding, and confidential arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered under the Commercial Arbitration Rules of the American Arbitration Association. The exclusive site of such arbitration shall be in Los Angeles County, California. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. The prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the arbitrator.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  This arbitration provision shall survive the termination of these Terms for any reason.

 

Notwithstanding the foregoing, Company may: (i) bring a claim for injunctive relief or other equitable relief against your violation of these Terms in any court of competent jurisdiction; or (ii) bring a suit or other legal proceeding to enforce these Terms in a small claims court of the State of California having jurisdiction over the applicable claim(s); in either case without being required to observe the arbitration procedures of this section.

 

No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would. 

 

Individual Basis and Waiver of Trial by Jury. To the fullest extent permitted by applicable law, you and Company each agree that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, you acknowledge and agree that any controversy that may arise under these Terms is likely to involve complicated and difficult issues and, therefore, you and we irrevocably and unconditionally waive any right you or we may have to a trial by jury in respect of any legal action arising out of or relating to these Terms.  As a result, PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS.

 

Invalidity. If a court of competent jurisdiction finds the present arbitration provisions invalid or inapplicable, or otherwise in the case of a dispute not subject to arbitration, any claim, suit, or other proceeding arising under or in connection with these Terms shall be brought exclusively before the state and federal courts sitting in the County of Los Angeles, State of California and you consent to the exclusive jurisdiction of such courts for the final resolution thereof.

 

Opting Out. If you do not want to arbitrate disputes with Company and you acting in your capacity as an individual (as opposed to acting on behalf of an entity), you may opt out of this arbitration agreement by sending a written notice of your decision to opt out to the following address:  8605 Santa Monica Blvd., Suite 11005, West Hollywood, CA 90069, United States, postmarked within thirty (30) days of first accessing or using Corpora or the Site.  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.

 

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR CORPORA MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 

 

Waiver and Severability

No waiver by Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.  If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect; provided that the ability of either party to obtain substantially the bargained-for performance of the other will not have thereby been impaired.

 

Entire Agreement

The Terms of Service and the Privacy Policy (and, where applicable, the SaaS Services Agreement) constitute the sole and entire agreement between you and Corpora, Inc. with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding the same.   Your use of and access to Company’s pages on social media platforms may also be subject to the respective terms of use and privacy policy of such platforms.

 

Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to Company for which monetary damages would not be an adequate remedy and Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

 

Miscellaneous

These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by Company without your consent but may not be assigned by you without the prior express written consent of Company, which may be withheld at the Company’s sole and absolute discretion. Any attempt by you to assign these Terms without the written consent of Company shall be null and void.  The relationship between you and Company under these Terms is that of independent contractors, and nothing herein or in your access and use of Corpora shall be construed as creating any joint venture, partnership, employment, or agency relationship.  The headings and captions contained herein will not be considered to be part of the Terms but are for convenience only.

 

Your Comments and Concerns

Corpora is operated by Corpora, Inc., a Delaware corporation with an address at 8605 Santa Monica Blvd., Suite 11005, West Hollywood, CA 90069, United States. All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein.  All other feedback, comments, requests for technical support and other communications relating to Corpora should be directed to: support@corpora.us.