CORNERSTONE OnDEMAND TERMS OF USE

(Last updated June 14, 2011)

This Terms of Use Agreement ("Terms of Use", or "Agreement") between you and 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 of Use.

This Agreement includes the rights, obligations, and restrictions regarding your use of Cornerstone and content posted on Cornerstone. Please see our Privacy Policy for more information about how we collect, use, and share 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 you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service.

1. DESCRIPTION OF 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.

2. REGISTRATION

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.

3. OWNERSHIP OF CONTENT AND LIMITED LICENSE

The following definitions apply to material on the Service:

1. "Content" means any and all content, including, without limitation, photos, profiles, messages, notes, text, courses, tests, information, music, video, advertisements, listings, and other content appearing anywhere on Cornerstone at any time.
2. "User Content" means any and all Content that you upload, publish, offer, display (collectively, "post") transmit, sell, share, and/or otherwise make available on and/or through Cornerstone
3. "Third Party Content" means any and all Content that a party other than you or CSOD posts, transmits, sells, shares, and/or otherwise makes available on and/or through Cornerstone.
4. "Site Content" means any and all Content that is neither User Content nor Third Party Content.

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. Such license is subject to these Terms of Use and does not include use of any 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 time.

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. Unless explicitly stated herein, nothing in these Terms of Use shall be 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.

4. TRADEMARKS

"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 owner.

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.

5. USER CONTENT

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:

1. Post, transmit, sell, share or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
2. Post, transmit, sell, share or otherwise make available any User Content that you did not create or that you do not have permission to post, transmit, sell, or share;
3. Post, transmit, sell, share or otherwise make available any User Content (i) that violates any federal, provincial, foreign or local law or regulation, (ii) for which you do not have full power and authority to distribute, including all necessary licenses and authorizations, or (iii) that CSOD determines, in its sole discretion, is inappropriate for distribution through Cornerstone;
4. Post, transmit, sell, share or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party; and
5. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content.

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.

6. USE OF SERVICE

You agree that by utilizing and/or accessing the Service you will not

1. Post, transmit, sell, share or otherwise make available unsolicited commercial email or "spam". This includes, without limitation, unethical marketing, advertising, or any other practice that is in any way connected with "spam", such as (i) sending mass email to recipients who haven't requested email from you or with a fake return address, (ii) promoting a site with inappropriate links, titles, descriptions, or (iii) promoting your site by posting multiple submissions in public forums that are identical;
2. Use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in a manner that sends more request messages to the Cornerstone servers than a human can reasonably produce in the same period of time by using a conventional online web browser;
3. Post, transmit, sell, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
4. Interfere with or disrupt Cornerstone or servers or networks connected to Cornerstone, or disobey any requirements, procedures, policies or regulations of networks connected to Cornerstone;
5. Harm, stalk, harass or otherwise violate the rights of others in any way in your use of Cornerstone;
6. Impersonate any person or entity, including, but not limited to, a CSOD official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
7. Intentionally or unintentionally violate any applicable local, state, national or international law;
8. Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;
9. Exceed the scope of any Cornerstone service or product for which you have registered; by, for example, accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing the comments or content of other persons;
10. Not to collect or harvest any personally identifiable information, including account names, from the Service.

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.

7. COPYRIGHT AND INTELLECTUAL PROPERTY POLICY

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 others.

8. DIGITAL MILLENIUM COPYRIGHT ACT

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:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit CSOD to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

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.

9. CORNERSTONE MARKETPLACE

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.

10. FEES

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.

11. INTERNATIONAL USE

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.

12. LINKS

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.

13. INDEMNITY AND RELEASE

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.

15. DISCLAIMERS

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 AGREEMENT.

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.

16. LIMITATION OF LIABILITY

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.

17. NOTICE

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 Cornerstone. Your agreement to these Terms of Use constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed Cornerstone in an authorized manner.

18. GENERAL

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.

Entire Agreement. The Agreement, including the Privacy Policy, the 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.

19. VIOLATIONS

Please report any violations of the Agreement to aweiss@csod.com.

Copyright 2011 Cornerstone OnDemand, Inc. All rights reserved.