Effective Date January 1, 2019
AGREEMENT TO TERMS
Please note that these Terms include a class action waiver, a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you.
Changes to Terms. Any changes to the Terms will be effective immediately upon posting. Please review the Terms each time you use the Services as your continued use of the Services after such changes will constitute acceptance of, and agreement to, such changes. You further waive any right you may have to receive specific notice of such changes.
Consent. You affirm that you are at least 18 years of age and are fully able and competent to enter into, and comply with, these Terms. If you are accessing and using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that situation, “you” and “your” will refer to both you and that entity.
Services We Provide. Cora connects interior designers, architects and other home planners of all types (individually, a “Designer,” collectively, “Designers”) and wholesalers, retailers and other companies selling goods to the Trade (individually, a “Vendor,” collectively, “Vendors”). We help designers source products, sign up for trade accounts with Vendors and purchase through our facilitation services. The Designer Services, Vendor Services and Cora Services are referred to collectively as the “Services.”
Use of Content. The text, images, data, illustrations, files, audio and video clips, designs, documents, and other materials and content (collectively, the “Content”) on the Sites are our property and may be protected by copyright and other restrictions. Copyrights and other proprietary rights in the Content may also be owned by parties other than us. You may not copy, modify, distribute or otherwise use any of the Content, except for your personal and non-commercial use. Please note that we may withdraw any Content from the Sites at any time in our sole discretion.
Commercial Use is Restricted. Unauthorized commercial publication or exploitation of text, images, documents, materials or any other Content is prohibited without our express written consent. If you wish to use any of the Content for commercial use, publication, or any purpose other than personal use, you must obtain our written permission prior to such use. We may, in our sole discretion, grant permission for such use on a case-by-case basis and we may charge a usage fee for such use.
User Warranty. By downloading, printing, or otherwise using any of the Content, you agree that you will (i) restrict your use of such Content to personal and non-commercial use, (ii) comply with all of these Terms, and (iii) not violate our rights or the rights of any other person or entity. We do not warrant that use of any of the Content will not infringe the rights of third parties.
No Endorsement and Estimates. Cora does not sponsor, endorse, recommend or approve of any Vendor who offers products or services through the Services. While we try to confirm that Designers and Vendors meet certain requirements, we cannot and do not represent or warrant that any Designer or Vendor is licensed, qualified, bonded, insured or capable of performing any service. Reference to any products, services or other information by trademark, manufacturer, supplier or otherwise does not constitute or imply an endorsement, sponsorship or recommendation by us. All non-Cora trademarks, product names and logos appearing on our Services are property of their respective owners.
Third Party Materials. The Services may contain links to third party websites, advertisements, services, offers, activities or other content (collectively, “Third Party Materials”). These Third Party Materials are not owned or controlled by Cora. These Third Party Materials are provided for your reference and convenience only, and shall not be construed as our endorsement of, sponsorship of, or affiliation with a linked website.
Links to the Sites. If you arrive at the Sites from a third party link or as a result of any of the prohibited solicitations described in this paragraph, please note that such link to or solicitation for the Sites does not imply a relationship with, or endorsement of, the third party website or its content, purpose, policies or practices. You will not engage in solicitation activities on our behalf that refer potential customers to us including, but not limited to: distributing flyers, coupons and other printed promotional materials, or electronic equivalents; verbal solicitation (e.g., in-person referrals); initiating telephone calls, and sending e-mails.
Limited Access. From time to time, the Sites may be inaccessible or inoperable for any reason, including equipment malfunctions, Sites updates, maintenance and repairs and causes beyond our control or those that are not reasonably foreseeable.
Security. Transmissions over the Internet are never 100% secure or error-free. We take reasonable steps to protect your personal information from loss, misuse, and unauthorized access, disclosure, alteration and destruction. Cora may use certain trusted third parties to help us provide, improve, protect, and promote our services. These third parties will access your information only to perform tasks on our behalf and in compliance with these Terms.
PERMISSIBLE USE AND CORA INTELLECTUAL PROPERTY
Trademarks. Names, titles, trademarks, service marks, and logos (collectively, the “Trademarks”) displayed on the Sites are our registered and/or unregistered common law trademarks or those of third parties. Nothing contained in the Sites should be construed as granting, by implication or otherwise, any license or right to use any Trademark displayed on the Sites without our express written permission or that of the appropriate third party that owns the Trademark. Except as permitted by these Terms, any unauthorized use of the Trademarks is prohibited.
Grant of Limited License. Subject to these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for your personal, non-commercial and informational use only.
Cora Services are Protected. The Services, including all material and information, and the selection, arrangement and composition of such information (“Materials”) are proprietary property of Cora, its suppliers, and licensors and are protected by United States and international intellectual property laws, including trademark and copyright laws. You agree not to remove, alter or obscure any copyright, trademark or proprietary rights notice incorporated in or accompanying the Services. Except for the limited license explicitly granted to you under these Terms, no other license is granted to you, whether by implication, estoppel or otherwise and all rights are explicitly reserved.
No Reverse Engineering. You may not reverse engineer, decompile or disassemble the Services (except to the extent specifically permitted by applicable law).
No Automated Queries. You may not use automated web queries (including, without limitation, screen and database scraping, spiders, robots, crawlers and any other automated activity in connection with the Services); provided, however, that general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent. You agree not to collect or harvest any personally identifiable information, including account names, from the Sites, nor to use the communication systems provided by the Sites, for any commercial solicitation purposes. You agree not to circumvent, disable or otherwise interfere with security-related features of the Sites or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Sites or the Content.
No Improper Uses. You may not frame any part of our Services. You may not use, or attempt to use, the Services through any means not explicitly and intentionally made available, provided or intended with respect to the Services. You may not harvest information about users of the Services, Designers or Vendors for any purpose. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or that harms Cora, its service providers, suppliers or any other person.
ACCOUNTS AND USER SUBMISSIONS
Account. In order to use the Services, you must register and maintain an account with us (“Account”). Account registration requires that you provide us with specified personal information, which may include, without limitation, your name, address, mobile phone number, and credit card payment details. You must keep your Account information complete, accurate and current at all times. You agree to maintain the security of your Account information and that you are responsible for all activity in connection with your Account. By creating an Account, you agree that communication may be made with you via telephone, email, text message or other electronic or non-electronic means as part of the normal business operation of the Services.
Accurate Information. You agree to provide us with accurate, complete and up to date information and you agree to update such information to keep it accurate, complete and up to date. You acknowledge and agree that you will not provide any information or material to us or the Sites that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another person or entity. You agree you won’t disclose your password to anyone and you’ll notify us immediately of any unauthorized use of your account. You are responsible for all activities that occur in your account, whether or not you know about them.
Collected Data Definition. You agree and acknowledge that Cora, Designers and Vendors may collect text, photos, videos, measurements, comments, reviews, feedback, notes, ideas, know-how, techniques, data or information of any nature whatsoever (individually and collectively, “Information”) before, during, and after the provision of Services, or otherwise in connection with the Services, relating to you, your household, your business, your real or personal property or otherwise (individually and collectively, “Collected Information”).
Disclosure to Third Parties. At times, in order to provide products and services or market to customers, we may make certain personal information available to strategic partners with whom we work. Except as required pursuant to law, legal process, litigation, or requests from public and governmental authorities, we only share personal information to provide or improve our products, services and advertising; it will not be shared with third parties for their marketing purposes. In the event of a reorganization, merger, or sale, we may transfer any and all personal information we collect to the relevant third party.
Law & Order. We may disclose your information to third parties if we determine that such disclosure is reasonably necessary to (a) comply with the law; (b) protect any person from death or serious bodily injury; (c) prevent fraud or abuse of Cora or our users; or (d) protect our property rights.
Trade Accounts. By creating a vendor account with Cora, your company agrees to permit Cora Home LLC to formalize a trade account with your company for product purchases by Cora Home LLC on behalf of the company, company members and company employees in order to (a) provide an incentive program for employees and (b) continually learn about your brand and product offerings for knowledge & promotion to the Cora community.
You Are Responsible for User Submissions. The Services may permit you and other users to submit Information (individually and collectively, “User Submissions”). You shall be solely responsible for your own User Submissions and the consequences of submitting them.
License to User Submissions. With respect to both User Submissions and Collected Information, you grant Cora a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, and fully sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, broadcast, publicly perform, make, use, import, offer to sell, sell, and otherwise transfer and exploit all copyrights, inventions, and other intellectual property rights in the User Submissions and Collected Information in all media. We will not pay you or otherwise compensate you for User Submissions or Collected Information.
Receiving E-mail. We may, from time to time, send you e-mail about your Account, the Properties or the Services. We may also send you e-mail with general information or special offers about products and services provided that may be of interest to you. In most cases, we will give you an opportunity to accept or decline the receipt of promotional e-mail.
Do Not Post Illegal or Harmful Content. You agree that you are the exclusive owner of all rights in the User Submissions and such rights have not been assigned or encumbered. You agree not to post, submit or link to any User Submissions or material that infringes, misappropriates or violates the rights of any third party (including intellectual property rights), or that is in violation of any federal, state or local law, rule or regulation. Additionally, you agree not to post, submit or link to any User Submissions or material that is deceptive, fraudulent, threatening, harassing, defamatory, obscene or otherwise objectionable as determined by Cora.
Do Not Post Improper Content. You agree not to post, submit or link to any User Submissions or material that (i) directly or indirectly directs persons to another online or offline location that provides products or services similar to the Services; (ii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or (iii) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize.
Review of User Submissions. We do not approve, control or endorse your or anyone else’s User Submissions and have no obligation to do so. However, we reserve the right (but assume no obligation) to remove or modify User Submissions for any reason, at our sole discretion.
CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been reproduced in connection with the Services in a manner that constitutes copyright infringement, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our designated agent with the following information in writing: (i) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest, (ii) identification of the copyrighted work claimed to have been infringed, (iii) a description of where the material that you claim is infringing is located within the Services, (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address, (v) a signed 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 the law, and (vi) a signed statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or you are authorized to act on behalf of the owner.
Notification pursuant to the DMCA should be submitted to:
Cora Home LLC
222 W Merchandise Mart Plaza, #1212
Chicago, IL 60654
FTC DISCLOSURE POLICY
The Federal Trade Commission requires us to disclose any relationship we may have with any person or entity that provides something of value in connection with any endorsements made on the Sites. No such advertising, sponsorship, paid insertions or other forms of compensation for endorsements are made to us in connection with the Sites.
We are not compensated to provide an opinion or an endorsement on products, services, websites and various other topics. The views and opinions expressed on the Sites are purely our views and opinions or those of the users of the Sites who maintain an Account (. If we claim or appear to be an expert on a certain topic or product or service area, we will only endorse such products or services that we believe, based on our expertise, are worthy of such endorsement, and we shall not be compensated for such endorsement.
YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO AND DO HEREBY RELEASE CORA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES AND SUPPLIERS (COLLECTIVELY, THE “CORA PARTIES”) FROM ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES, YOUR USE OF, OR TRANSACTIONS WITH, CORA, DESIGNERS, VENDORS OR OTHER THIRD PARTIES. YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER. YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY OTHER JURISDICTION TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.
THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE CORA PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE SERVICES AND YOUR USE OF OR TRANSACTIONS WITH CORA, VENDORS, DESIGNERS OR OTHER THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, AVAILABILITY, USE OF REASONABLE CARE AND SKILL, AND NON- INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. CORA DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL CODE, OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE CORA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, BASED ON, OR RESULTING FROM YOUR USE OF THE SERVICES AND YOUR USE OF, OR TRANSACTIONS WITH, CORA, DESIGNERS, VENDORS OR OTHER THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CORA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE CORA PARTIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, AND YOUR USE OF, OR TRANSACTIONS WITH, CORA, DESIGNERS, VENDORS OR OTHER THIRD PARTIES EXCEED THE AMOUNT YOU HAVE PAID TO CORA FOR USE OF THE APPLICABLE SERVICES IN THE PRECEDING TWELVE MONTH PERIOD OR TEN DOLLARS, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CORA, AS APPLICABLE.
Any claims relating to use of the Services must be brought within one (1) year from the date the cause of action arose. Claims brought after such period are VOID.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CORA PARTIES FROM AND AGAINST ANY CLAIMS, DISPUTES, LOSSES, OBLIGATIONS, DEMANDS, LIABILITIES, EXPENSES, DAMAGES, COSTS, AND ATTORNEY’S FEES DUE TO OR ARISING OUT OF (1) YOUR ACCESS TO OR USE OF THE SERVICES, (2) YOUR USE OF, OR TRANSACTIONS WITH, CORA, DESIGNERS, VENDORS OR OTHER THIRD PARTIES, OR (3) YOUR VIOLATION OF ANY OF THESE TERMS. CORA RESERVES THE RIGHT, AT ITS OWN COST AND SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL FULLY COOPERATE WITH CORA IN ASSERTING ANY AVAILABLE DEFENSES.
Assignment. These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by you only with Cora’s prior written consent, but may be assigned by Cora without restriction and without notice to you.
Export Control. Software and the transmission of applicable technical data, if any, in connection with the Services may be subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.
Governing Law. You agree that these Terms and the Services shall be governed solely by United States and Illinois law, without regard to conflict of law provisions. Any claim or dispute between you and the Cora Parties that arises in whole or in part from the Services, Terms or any relationship between us, shall be decided exclusively by a court of competent jurisdiction located in Cook County, Illinois. You further irrevocably agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of resolving all such claims or disputes.
Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF THE SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.
Entire Agreement and Severability. These Terms constitute the entire agreement between you and Cora concerning the Services and supersede all prior or contemporaneous communications of any kind between you and Cora with respect to the Services. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.
Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Cora’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Reservation of Rights. We specifically reserve all rights that we do not expressly grant in these Terms. Nothing on the Sites or in these Terms grants any right or license to use any property of any third party.
Modification of Services. We reserve the right to modify, restrict access to, or discontinue the Services (or any portion of the Services), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Services. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to these Terms.
Termination. We reserve the right, with or without notice, and in our sole discretion, to terminate any license to the Services, in whole or in part, and to block or prevent future access to and use of the Services.
Third Party Beneficiaries. These Terms do not create any right of action on the part of any third party, except for the Cora Parties and suppliers or others who are party to written agreements with us explicitly giving them third party beneficiary rights.
Attorney Fees. If the Cora Parties take legal action against you as a result of your violation of these Terms, the Cora Parties will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to the Cora Parties.
Contact Us. If you have questions, please contact us by email at email@example.com or in writing at Cora Home LLC, 222 W Merchandise Mart Plaza, #1212, Chicago, IL 60654.