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(Last updated June 14, 2011)
Cornerstone OnDemand, Inc. ("Cornerstone", "CSOD", "we", "us", or "our") sets
forth the legally binding terms for your use of the csod.com website (including
all areas of the site), any successor websites, as well as the services,
software, and applications provided online and/or made available offline through
or in connection with the service, including through a mobile device
(collectively, "Cornerstone" or "Service"). By accessing or using the Service
you signify that you have read, understood, and agree to be bound by the Terms
This Agreement includes the rights, obligations, and restrictions regarding
your use of Cornerstone and content posted on Cornerstone. Please see our
information on Cornerstone.
Cornerstone may modify this Agreement at any time and such modification shall
be effective upon posting by us of the updated terms at
http://www.csod.com/terms. If we do this, we will post the amended Agreement on
this page and indicate at the top of the page the date the Agreement was last
revised. Your continued use of Cornerstone following any amendment of this
Agreement will signify your assent to and acceptance of its revised terms. If
access (or continue to access) the Service.
Cornerstone enables a user to do some or all of the following: view online
content (e.g., in the form of text, images, video, flash); take online
classes/tests; connect with other users; participate in online discussions;
create online communities pertaining to specific topics; conduct performance
reviews and goal-setting; conduct succession planning; create and/or administer
classes/tests; offer classes/tests for sale, and purchase goods and services
offered by CSOD; offer classes/tests for sale, and purchase goods and services
offered by parties other than CSOD ("Third Parties") in an online marketplace.
Unless explicitly stated otherwise, any new features that augment or enhance the
current Cornerstone offering shall be subject to the terms and conditions of
this Agreement. Cornerstone may not be used for any purpose not expressly
permitted by this Agreement. You may not reproduce, copy, duplicate, sell or
resell any part of Cornerstone, except to the limited extent expressly permitted
by this Agreement.
In consideration of your use of Cornerstone, you represent that you are not a
person barred from using Cornerstone under the laws of the United States or
other applicable jurisdiction. You also agree to: (a) provide accurate, current
and complete information about you as may be prompted by any registration forms
on Cornerstone ("Registration Data"); (b) maintain the security of your password
and identification; (c) maintain and promptly update the Registration Data, and
any other information you provide to CSOD, to keep it accurate, current and
complete; and (d) be responsible for all use of your account and for any actions
that take place using your account. If you provide any information that is
untrue, inaccurate, not current or incomplete, or CSOD has reasonable grounds to
suspect that such information is untrue, inaccurate, not current or incomplete,
CSOD has the right to suspend or terminate your account and refuse any and all
current or future use of Cornerstone.
You are responsible for all activity occurring on your account and shall
abide by all applicable local, provincial, federal and foreign laws, treaties
and regulations in connection with your use of Cornerstone, including without
limitation, those related to data privacy. You agree to immediately notify CSOD
of any unauthorized uses of the account or any other breaches of security. CSOD
cannot and will not be liable for any loss or damage from your failure to comply
with this security obligation.
You may never use another user's account without permission. You must notify
CSOD immediately of any breach of security or unauthorized use of your account.
Although CSOD will not be liable for your losses caused by any unauthorized use
of your account, you shall be liable for the losses of CSOD or others due to
such unauthorized use. By providing CSOD your email address you consent to our
using the email address to send you Service-related notices, including any
notices required by law, in lieu of communication by postal mail. You may use
your account settings to opt out of many Service-related communications. We may
also use your email address to send you other messages, including changes to
features of the Service and special offers. If you do not want to receive such
email messages, you may opt out by changing the preferences in your account
settings. Opting out may prevent you from receiving email messages regarding
updates, improvements, or offers.
All user names and passwords remain the property of CSOD and may be
cancelled, changed or suspended at any time by CSOD without notice. CSOD is not
under any obligation to verify the actual identity or authority of the user of
any user name or password.
The following definitions apply to material on the Service:
Both Cornerstone and all Site Content are the property of CSOD, its users or
its licensors, with all rights reserved. Neither Cornerstone nor any Site
Content may be modified, copied, distributed, framed, reproduced, republished,
downloaded, displayed, posted, transmitted, or sold in any form or by any means,
in whole or in part, without CSOD's prior written permission.
CSOD grants you a limited license to access and any portion of the Site
Content to which you have properly gained access, solely for your personal use,
and provided that you keep all copyright or other proprietary notices intact.
data mining, robots or similar data gathering or extraction methods.
Your rights to use Third Party Content are governed by the applicable Third
Party License Terms that are established by those Third Parties from time to
Any use of Cornerstone or the Site Content other than as specifically
authorized herein, without the prior written permission of CSOD or the
applicable Third Party, as the case may be, is strictly prohibited and will
terminate the license granted herein. Such unauthorized use may also violate
applicable laws including without limitation copyright and trademark laws.
construed as conferring any license to intellectual property rights, whether by
estoppel, implication or otherwise. This license is revocable at any time
without notice and with or without cause.
"Cornerstone," "Cornerstone OnDemand," "Cornerstone," and other CSOD
graphics, logos, designs, page headers, button icons, scripts and service names
are registered trademarks, trademarks or trade dress of CSOD. Trademarks and
trade dress used by Third Parties in association with the sale or license of
their goods or services on the Site are the property of the respective
Such trademarks and trade dress may not be used, including as part of
trademarks and/or as part of domain names, in connection with any product or
service in any manner that is likely to cause confusion and may not be copied,
imitated, or used, in whole or in part, without the prior written permission of
the respective owner.
You are solely responsible for all User Content. You understand and agree
that CSOD may, but is not obligated to, review, delete, and/or remove User
Content (without notice) in its sole discretion, for any reason or no reason,
including without limitation User Content that, in each case in the sole
judgment of CSOD, violates this Agreement, might be offensive, illegal, or might
violate the rights, harm, or threaten the safety of users or others. You agree
that you will not:
You are solely responsible, at your own cost and expense, for creating backup
copies and replacing any User Content you post or store on the Site or provide
to CSOD. When you post User Content to the Site, you authorize and direct us to
make such copies thereof as we deem necessary in order to facilitate the posting
and storage of the User Content on the Site.
You agree that by utilizing and/or accessing the Service you will not
You understand that by using Cornerstone, you may be exposed to Content that
you consider to be offensive, indecent or objectionable. You acknowledge that
CSOD does not pre-screen User Content or Third Party Content. You agree that you
must evaluate, and bear all risks associated with, the use of any Third Party
Content or Site Content, including any reliance on the accuracy, completeness,
or usefulness of such Content.
CSOD respects the intellectual property and other rights of others, and we
ask you to do the same. You are prohibited from uploading, posting or otherwise
transmitting on or through Cornerstone any Content that violates another party's
intellectual property and other rights. CSOD is not responsible for the conduct
of its users, and has no responsibility or liability for User Content or for the
loss or corruption thereof.
It is CSOD's policy, in appropriate circumstances and at its discretion, to
disable and/or terminate the accounts of users who may infringe or repeatedly
infringe the copyrights or other intellectual property rights of CSOD and/or
If you believe that your copyrighted work has been copied in a way that
constitutes copyright infringement and is accessible via the Service, please
notify CSOD's copyright agent, as set forth in the Digital Millennium Copyright
Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must
provide the following information in writing:
The above information must be submitted to the following DMCA Agent:
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS
INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL
PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying CSOD and its
affiliates that your copyrighted material has been infringed. The preceding
requirements are intended to comply with CSOD's rights and obligations under the
DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be
advisable to contact an attorney regarding your rights and obligations under the
DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, CSOD has adopted a
policy of terminating, in appropriate circumstances and at CSOD's sole
discretion, members who are deemed to be repeat infringers. CSOD may also, at
its sole discretion, limit access to the Service and/or terminate the accounts
of any users who infringe any intellectual property rights of others, whether or
not there is any repeat infringement.
CSOD may from time to time offer goods and services through Cornerstone, and
may offer you or other Third Parties the ability to offer and/or purchase goods
and services for sale to and/or from Third Parties through Cornerstone ("Third
Party Transaction"). All transactions conducted in connection with this aspect
of Cornerstone are subject to and governed by such guidelines as CSOD posts from
time to time (the "Guidelines"), as well as this Agreement. The Guidelines are
subject to change without prior notice at any time, in CSOD's sole discretion,
so you should review the Guidelines before each Third Party Transaction.
You are solely responsible for your interactions with other users of
Cornerstone. Parties to a Third Party Transaction are solely responsible for
all interactions with each other, for arranging for payment and the exchange of
the goods or services purchased if applicable, and for the results and
performance of any transaction or relationship entered into with Third Parties
through Cornerstone. You acknowledge that CSOD, and its subsidiaries,
affiliates, officers, directors, shareholders, agents, licensors, suppliers,
co-branders or other partners, employees, successors and assigns (the "CSOD
Parties") are not responsible or liable for any action or inaction of any Third
Party to a transaction, for any failure to perform, to pay any amounts due, or
to deliver any merchandise or services as promised, or for any other aspect of a
Third Party Transaction. The capability to conduct Third Party Transactions or
otherwise deal with Third Parties through Cornerstone is provided by CSOD "as
is" and any such transactions and dealings are at your own risk. You agree that
you are solely responsible for establishing Third Party License Terms for any
User Content provided by you to the Site, and that CSOD has no responsibility or
liability for any breach by Third Parties of such Third Party License Terms, and
that you are solely responsible therefor.
Any fees or payments collected by CSOD applicable to any such transactions
are set forth on Cornerstone, and all terms and conditions applicable to such
fees are set forth in this Agreement. However, please note that your purchases
of products or services from Third Parties through Cornerstone are subject to
the terms of sale of those Third Parties, as those transactions are strictly
between you and the other party to the transaction.
CSOD may from time to time charge fees for the use of Cornerstone. Our fees,
if any, are available on Cornerstone. Unless otherwise stated, all of our fees
are quoted in US dollars. You and/or your organization are responsible for
paying all fees associated with the use of Cornerstone through your account, and
for all applicable taxes.
In addition, Third Parties may charge fees for Third Party Content that they
provide through Cornerstone. The fees and prices charged by Third Parties are
available in their listing in our marketplace. Certain taxes and government
charges may be payable in relation to purchases you make from Third Parties
through the Service. We accept no responsibility for such taxes and government
charges. CSOD is not responsible for any transaction between you and such Third
Parties, and as a result we have no control over the quality, safety or legality
of the items or services advertised, the truth or accuracy of any descriptions,
or the ability of sellers to sell or buyers to pay. CSOD has no liability to you
for any such payments.
Recognizing the global nature of the Internet, you agree to comply with all
local rules regarding online conduct and acceptable content. Specifically, you
agree to comply with all applicable laws regarding the transmission of technical
data in the country, jurisdiction, state and locality in which you reside.
We may provide, or third parties may provide, links to other World Wide Web
sites or resources. Because CSOD has no control over such sites and resources,
you acknowledge and agree that CSOD is not responsible for the availability of
such external sites or resources, and does not endorse and is not responsible or
liable for any content, advertising, products, or other materials on or
available from such sites or resources. You further acknowledge and agree that
CSOD shall not be responsible or liable, directly or indirectly, for any damage
or loss caused or alleged to be caused by or in connection with use of or
reliance on any such content, goods or services available on or through any such
site or resource.
You agree to defend, indemnify and hold harmless CSOD and its subsidiaries,
agents, managers, and other affiliated companies, and their employees,
contractors, agents, officers and directors, from and against any and all
claims, damages, obligations, losses, liabilities, costs or debt, and expenses
(including but not limited to attorney's fees) arising from: (i) your use of and
access to the Service; (ii) your violation of any term of this Agreement,
including without limitation, your breach of any of the representations and
warranties above; (iii) your violation of any third-party right, including
without limitation any right of privacy, publicity rights or Intellectual
Property Rights; (iv) your violation of any law, rule or regulation of the
United States or any other country; (v) any claim or damages that arise as a
result of any of your User Content; (vi) any other party's access and use of the
Service with your unique username, password or other appropriate security code;
and (vii) any dispute you have with one or more of our users or any Third Party
providing goods and services through Cornerstone.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
A. YOUR USE OF CORNERSTONE IS AT YOUR SOLE RISK. CORNERSTONE IS PROVIDED ON
AN "AS IS" AND "AS AVAILABLE" BASIS. CSOD, AND ITS OFFICERS, DIRECTORS,
EMPLOYEES, AFFILIATES AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE AND
NON-INFRINGEMENT, OR OF AVAILABILITY OR RESULTS. CSOD DOES NOT WARRANT THAT (I)
CORNERSTONE WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) CORNERSTONE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE CORNERSTONE WILL BE ACCURATE OR RELIABLE, (IV) THE
QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH CORNERSTONE WILL MEET YOUR EXPECTATIONS, AND (V) ANY
ERRORS IN CORNERSTONE WILL BE CORRECTED. CSOD IS NOT RESPONSIBLE OR LIABLE IN
ANY MANNER FOR ANY USER CONTENT OR THIRD PARTY CONTENT. ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF CORNERSTONE IS ACCESSED AT YOUR OWN
DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY
AND ALL CLAIMS, CAUSES OF ACTION, AND DAMAGES THAT ARISE FROM OR RELATE TO SUCH
MATERIAL. CSOD ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION,
DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE
FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER
COMMUNICATIONS. CSOD IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER
PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR
PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR
PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET
OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR
TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE,
RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH
THE WEB AND/OR IN CONNECTION WITH CORNERSTONE.
B. UNDER NO CIRCUMSTANCES WILL CSOD BE RESPONSIBLE FOR ANY LOSS OR DAMAGE,
INCLUDING ANY LOSS OR DAMAGE TO ANY USER CONTENT OR PERSONAL INJURY OR DEATH,
RESULTING FROM ANYONE'S USE OF CORNERSTONE, ANY USER CONTENT POSTED ON OR
THROUGH CORNERSTONE, OR ANY INTERACTIONS BETWEEN USERS OF THE SITE, WHETHER
ONLINE OR OFFLINE. YOU POST USER CONTENT ON CORNERSTONE AT YOUR OWN RISK.
C. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF
CORNERSTONE IS DONE AT YOUR OWN DISCRETION AND RISK AND, YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR
FROM CORNERSTONE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE
E. CSOD RESERVES THE RIGHT TO CHANGE ANY AND ALL SITE CONTENT, SOFTWARE AND
OTHER ITEMS USED OR CONTAINED IN OR ON CORNERSTONE AND ANY SERVICES OFFERED
THROUGH CORNERSTONE AT ANY TIME WITHOUT NOTICE.
F. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY
TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE
OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION
THEREWITH, BY CSOD.
IN NO EVENT SHALL CSOD, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE
LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE
WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY
UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION
OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES,
TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES
BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY
LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT
POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES,
WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CSOD'S MAXIMUM
AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM
OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE: (i) AMOUNT
PAID, IF ANY, BY YOU TO CSOD FOR CORNERSTONE DURING THE TWELVE MONTHS PRIOR TO
THE DATE THE CLAIM(S) AROSE; OR (ii) THE SUM OF ONE THOUSAND DOLLARS ($1,000).
THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT. YOU
ACKNOWLEDGE THAT IF NO FEES ARE PAID TO CSOD FOR CORNERSTONE, YOU SHALL BE
LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL
NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE CSOD PARTIES, REGARDLESS OF THE
CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT CSOD SHALL NOT BE LIABLE FOR CONTENT OR THE
DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK
OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Service is controlled and offered by CSOD from its facilities in the
United States of America. CSOD makes no representations that the Service is
appropriate or available for use in other locations. Those who access or use the
Service from other jurisdictions do so at their own volition and are responsible
for compliance with local law.
You acknowledge that CSOD may establish general practices and additional
limits concerning use of Cornerstone. Notices to you may be made via email or
website posting. CSOD may also provide notices of changes to the Agreement or
other matters by displaying notices or links to notices to you generally on
that you are deemed to have received any and all notices that would have been
delivered had you accessed Cornerstone in an authorized manner.
Independent Contractors. You and CSOD are independent contractors,
and no agency, partnership, joint venture, employee-employer or
franchisor-franchisee relationship is intended or created by this Agreement.
information provided to you and by you during the sign-up process and during the
upgrade/downgrade of your account, and any other documents that are incorporated
into this Agreement by reference, constitutes the entire agreement between you
and CSOD and governs your use of Cornerstone, superseding any prior agreements
between you and CSOD (including, but not limited to, any prior versions of the
Agreement). You also may be subject to additional terms and conditions that may
apply when you use other CSOD services, Third Party Content, third-party
software or third-party services offered through Cornerstone.
Choice of Law and Forum. You and CSOD each agree that this Agreement
and the relationship between the parties shall be governed by the laws of the
State of California without regard to its conflict of law provisions and that
any and all claims, causes of action or disputes (regardless of theory) arising
out of or relating to the Agreement, or the relationship between you and CSOD,
shall be brought exclusively in the courts located in the county of Los Angeles,
California or the U.S. District Court for the Central District of California.
You and CSOD agree to submit to the personal jurisdiction of the courts located
within the county of Los Angeles, California or the Central District of
California, and agree to waive any and all objections to the exercise of
jurisdiction over the parties by such courts and to venue in such courts.
Waiver and Severability of Terms. The failure of CSOD to exercise or
enforce any right or provision of the Agreement shall not constitute a waiver of
such right or provision. If any provision of the Agreement or incorporated
documents is found by a court of competent jurisdiction to be invalid, the
parties nevertheless agree that the court should endeavor to give effect to the
parties' intentions as reflected in the provision, and the other provisions of
the Agreement remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or
law to the contrary, any claim or cause of action arising out of or related to
use of the Service or the Agreement must be filed within one (1) year after such
claim or cause of action arose or be forever barred.
Titles. The section titles in the Agreement are for convenience only
and have no legal or contractual effect.
Force Majeure. CSOD shall not be responsible to you as a result of
any delay or default in carrying out its obligations hereunder which is due in
whole or in part to an event beyond of the control of CSOD.
Language. The governing language of the Agreement is English, which
shall prevail over any other language used in any translated document.
Please report any violations of the Agreement to email@example.com.
Copyright 2011 Cornerstone OnDemand, Inc. All rights