Effective Date: April 13, 2026
These TERMS OF USE (these “Terms”) are made by and between CORE MATTERS, LLC, a Tennessee limited liability company (“Core Matters”) and the party agreeing to these terms and conditions by checking the box labeled “I have read and agree to the Terms of Use and Privacy Policy” pertaining to these Terms on the Site (as defined below) (“Licensee”). These Terms are effective as of the date Licensee checks the box labeled “I have read and agree to the Terms of Use and Privacy Policy” (the “Effective Date”). Core Matters and Licensee are sometimes referred to as the “Parties” and each individually as a “Party”.
Recitals
A. Core Matters has developed and operates an Internet website located fieldcon.io (the “Site”), and operates on the Site an online, Web-based service that provides a SaaS platform for performance management in field-based businesses (the “Service”).
B. Licensee desires to subscribe to and use the Service.
Therefore, the Parties agree as follows with the intent to be legally bound.
Agreement
Licensee hereby subscribes to the Service. In connection with Licensee’s subscription, Licensee agrees to perform Licensee’s obligations described in these Terms. Licensee agrees to use, and Core Matters agrees to provide, the Service under the terms and subject to the conditions in these Terms. As used herein, the term “Service” expressly includes, without limitation, (a) the Site (including, without limitation, all source and object code related thereto), (b) all documentation related to the Site and such software applications (including, without limitation, all operator and user manuals, training materials, guides, listings, drawings, reports, descriptions, and specifications describing the performance, functionality, operation and use of such applications), and (c) all content provided on and delivered through the Site and such software applications.
(a) License. Core Matters grants to Licensee a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited right and license to access the Service during the Term (as defined below) solely for Licensee’s use managing Licensee’s internal teams. Subject to the limited rights expressly granted hereunder, Core Matters reserves all right, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Licensee hereunder other than as expressly set forth in these Terms.
(b) Licensee Responsibilities and Obligations.
(i) Licensee is solely responsible for (A) all activities occurring under Licensee’s account; (B) maintaining the confidentiality of Licensee’s account and password and creating secure passwords; (C) the content of all documents and data submitted by Licensee to and through the Service; (D) setting and modifying Licensee’s profile and preferences for the Service; (E) through Licensee’s administrator, for setting and modifying Licensee’s users’ profile and preferences for the Service, authorizing and terminating individual user ID’s and passwords and specifying the access rights of those users to the Service; and (F) ensuring that Licensee has all legal right and authority to upload all of Licensee’s content to the Service.
(ii) Licensee shall (A) prevent unauthorized access to, or use of, the Service, and will notify Core Matters promptly of any unauthorized use Licensee becomes aware of; and (B) comply with all applicable local, state, federal and foreign laws, treaties and regulations in using the Service, and other laws and regulations governing data privacy, international communications, and transmission of technical or personal data) (collectively, “Laws”).
(iv) Licensee shall use the Service solely for the purposes permitted pursuant to Section 2(a) above. Except as expressly set forth in these Terms, Licensee shall not (A) share, sell, license, distribute, post in any public forum, or otherwise make available to any third party the Service or any information or other content contained in or accessed through the Service; (B) share Licensee’s account password and login credentials with any third party; (C) use, or attempt to use, any content obtained through the Service for any commercial purpose, or share such content with any third party; (D) send spam or similar unsolicited messages; (E) send or store infringing, obscene, threatening, libelous, defamatory, or otherwise unlawful material; (F) send or store viruses or other harmful or malicious code, files, scripts, agents or programs; (G) interfere with or disrupt the integrity or performance of the Service or Core Matters’s sites, servers, or networks; (H) access, store, create, share, display, publish or transmit any material that (i) a party would reasonably believe to be unlawful or related to illegal activity, threatening, deceptive, defamatory, discriminatory, obscene, libelous, an invasion of privacy, or (ii) infringes the intellectual property rights of a third party; (I) access or attempt to access the Service by any means other than Core Matters’s publicly supported interfaces, including any automated means (e.g., use of scripts or web crawlers); (J) probe, scan, or test the vulnerability of any Core Matters system or network; or (K) attempt to gain unauthorized access to Core Matters’s systems, networks, infrastructure, or the Service.
(v) Licensee must be at least eighteen (18) years of age or older.
(c) Ownership of the Service.
(i) The Service (including, without limitation, the software, technology, content, know-how, and documentation incorporated in and underlying the Service) is Core Matters’s sole and exclusive property. Subject to the limited rights expressly granted in these Terms, Core Matters reserves all right, title and interest in and to the Service (including, without limitation, all software, technology, content, know-how, and documentation, as well as all derivative works thereof), including all related intellectual property and proprietary rights (including, without limitation, all copyrights, patent rights, trademark and service mark rights, trade secret rights, and moral rights). No rights are granted to Licensee other than as expressly described in these Terms.
(ii) Core Matters is also the sole and exclusive owner of (A) all updates, improvements, enhancements, revisions, modifications, new releases and versions, fixes, patches, and derivative works of the Service, (B) all documentation (including, without limitation, all operator and user manuals, training materials, guides, listings, drawings, reports, descriptions, and specifications describing the performance, functionality, operation and use of the Service), in whatever form recorded, and (C) all integrations, customizations, components, modules, workflows or other work product produced by Core Matters (whether alone or jointly with Licensee) for Licensee. Any of the items described in this Section 2(c)(ii) that are provided by Core Matters, in Core Matters’s sole discretion, to Licensee will be deemed to be included in the definition of the “Service” hereunder and available for use by Licensee under the terms and subject to the conditions in these Terms.
(iii) As used herein, “Intellectual Property” means any and all discoveries, improvements, ideas, concepts, creative works, processes, methods, formulas, techniques, know-how, designs, works of authorship, trade secrets, copyrights, patent rights, trademarks, service marks, and any other intellectual property that relates to, or is used to develop or improve, the Service.
Any Intellectual Property (A) made, conceived, developed, or reduced to practice, or caused to be made, conceived, developed, or reduced to practice, by Licensee, alone or in conjunction with others, during the Term and (B) disclosed to Core Matters (whether orally, in writing, electronically or otherwise) (“Service-Related IP”) will be deemed to have been made or developed by Licensee solely for Core Matters’s benefit, will be held in trust for Core Matters’s exclusive use and benefit, and will be Core Matters’s sole and exclusive property. Licensee will not, either during the Term of these Terms or at any time thereafter, use or disclose to any party Service-Related IP. Licensee agrees to assign, and does hereby assign, to Core Matters all right, title, and interest in and to any Service-Related IP, including, without limitation, any “moral” rights which Licensee may have in the Service-Related IP under any copyright law or other similar law. Licensee also agrees, during the Term of these Terms and at any time thereafter, at Core Matters’s request and expense but without further consideration, to review, execute, acknowledge, and deliver any and all papers necessary to secure legal protection for Service-Related IP in any country in the world. Without limiting the generality of the foregoing, Core Matters may, in its sole discretion, incorporate the Service-Related IP into the Service.
(iv) Licensee expressly agrees not to (and will not authorize any third party to): (A) license, sublicense, modify, copy, reproduce, rent, loan, lease, sell, resell, assign, distribute, grant a security interest in, transfer any right to, commercially exploit, create derivative works (including, without limitation, improvements, enhancements, revisions or modifications) based on, or infringe, misappropriate or violate, Core Matters’s intellectual property or other rights in, the Service; (B) decompile, disassemble, translate, reverse engineer or otherwise attempt to identify, reconstruct, derive or discover the source code (or the underlying ideas, user interface techniques, algorithms, structure or organization) of the Service; (C) remove or alter any identification, copyright, trademark, patent, or other proprietary notices, legends, symbols, or labels appearing in the Service; (D) directly or indirectly circumvent or violate the technical restrictions of the Service; (E) publicly disseminate performance information about or analysis of the Service; (F) use or access the Service in order to (1) build a competitive product or service (including one with similar ideas, features, functions or graphics), (2) copy any ideas, features, functions or graphics of the Service, or (3) to determine whether the Core Matters’s assets are within the scope of any patent; (G) use the Service for any purpose other than as expressly authorized herein; (H) take any action that would cause any part of the Service to be placed in the public domain; (I) challenge the validity of the copyright or any other rights of Core Matters to the Service or title or interest thereto; or (J) represent to any third party that Licensee has any ownership or other interest in the Service.
(v) Provided that Core Matters does not personally identify Licensee with Licensee’s prior written consent, Licensee hereby grants Core Matters the right to use the data generated, in aggregated form where applicable (including, without limitation, performance data, score trends, etc.), from Licensee’s use of the Service to maintain, support, and improve the Service, and for any other legal purpose (including, without limitation, marketing, testimonials, and case studies).
(d) Modification of the Service. Core Matters shall be entitled to modify, change, and upgrade the functionality, features, and capabilities of the Service and the underlying technical infrastructure, in its sole and absolute discretion.
(a) Fees. Core Matters will provide Licensee with access to and use of the Service for the fees described on Pricing Page, and Licensee agrees to pay such fees. Except as expressly set forth in Core Matters’s refund policy, all fees paid to Core Matters are non-refundable. Core Matters reserves the right to adjust the fees at any time at Core Matters’s sole and absolute discretion upon thirty (30) days’ prior written notice.
(b) Late Fees; Taxes. Core Matters may charge interest on all overdue fees at a rate equal to one and one-half percent (1.5%) per month (or, if lower, the maximum allowable by applicable Laws) on the unpaid amount until such amounts are paid. Licensee will be solely responsible for, and will pay, any sales, use, transaction privilege, gross receipts, goods and services, value-added, and personal property taxes, any other taxes and levies, and any interest and penalties related to the foregoing (other than taxes based on Core Matters’s income) that are imposed by any governmental authority in connection with these Terms.
(c) Suspension. If Licensee fails to pay, when due, any fees, late fees, or other charges due to Core Matters under these Terms, Core Matters may, in Core Matters’s sole and absolute discretion and upon written notice to Licensee, immediately suspend Licensee’s use of the Service. Licensee expressly acknowledges and agrees that Core Matters will have no liability to Licensee whatsoever if Core Matters elects to suspend Licensee’s use of the Service (even if Core Matters has been advised of the possibility of damages).
(a) Term. The term of Licensee’s subscription will start on the Effective Date and will continue until for the period set forth in the Pricing Page (the “Initial Term”). Upon expiration of the Initial Term, these Terms and Licensee’s subscription hereunder will automatically renewal for additional, successive periods equal in length to the Initial Term (each a “Renewal Term”) unless either Party provides notice of non-renewal no later than thirty (30) days prior the end of the Initial Term or the Renewal Term then in effect.
(b) Termination.
(i) Default. Either Party may terminate these Terms if the other Party breaches these Terms and fails to cure within thirty (30) days after written notice of such breach.
(ii) Insolvency/Bankruptcy. If Licensee shall: (A) be unable to pay or admit in writing its inability to pay its debts as they mature; (B) make a general assignment for the benefit of creditors; (C) apply for or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; (D) file a petition or be the subject of an involuntary petition in bankruptcy or for reorganization or for an arrangement pursuant to a bankruptcy act or insolvency which petition is not dismissed within ninety (90) days from such filing; or (E) be adjudicated as bankrupt or insolvent, then Core Matters may terminate these Terms effectively immediately upon written notice to Licensee.
(iii) Default of Certain Licensee Obligations. If Licensee breaches any of its obligations under Sections 2(b), 2(c), 3, or 9(b), Core Matters may terminate these Terms effective immediately upon written notice to Licensee.
As used herein, “Termination Date” means the date on which these Terms expires or is terminated.
(c) Effect of Termination.
(i) When these Terms expires or is terminated, (A) Licensee will immediately stop using the Service, (B) Licensee’s license to the Service will immediately terminate, (C) Core Matters will immediately cease provision of the Service to the Licensee, and (D) Licensee will pay Core Matters, within three (3) days following the expiration date, all fees and other charges which accrued prior to such expiration or termination date but remain unpaid. Licensee expressly acknowledges and agrees that Core Matters will have no liability to Licensee whatsoever with respect to the termination of Licensee’s use of the Service (even if Core Matters has been advised of the possibility of damages).
(ii) Licensee will also pay any damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) that arise out of or in connection with any breach of these Terms occurring prior to or after the expiration or termination hereof.
(iii) Following the Termination Date, Core Matters has the right (but not the obligation) to retain any content that remains in Licensee’s account.
Licensee represents and warrants to, and covenants with, Core Matters as follows:
(a) Licensee has the requisite power and authority to execute, deliver, and perform Licensee’s obligations under these Terms.
(b) Licensee’s execution, delivery, and performance of these Terms, and the consummation of the transactions described in these Terms, have been authorized by all necessary actions on Licensee’s part. This Agreement is valid and binding on Licensee, enforceable against Licensee in accordance with its terms.
(c) The execution, delivery and performance of these Terms by Licensee do not and will not (i) conflict with, or constitute a default (now or in the future) of any agreement, instrument or other understanding to which Licensee are bound, or (ii) result in a violation of any Laws, judgment, injunction, decree or other restriction of any court or governmental authority to which Licensee is subject.
(d) No consent, approval, order or authorization of, or registration, declaration or filing with, any government authority, body, or any other party is required by Licensee to execute, deliver, and perform under these Terms.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. CORE MATTERS MAKES NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SECURITY, ACCURACY, COMPLETENESS, TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE SERVICE OR ANY OF THE CONTENT, SERVICES, OR PRODUCTS PROVIDED IN CONNECTION THEREWITH. CORE MATTERS DOES NOT REPRESENT, WARRANT OR GUARANTY THAT (a) THE SERVICE WILL BE 100% SECURE OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SERVICE OR DATA; (b) THE SERVICE WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS; (c) ANY DATA STORED USING THE SERVICE WILL BE ACCURATE, RELIABLE, OR SECURE; (d) ERRORS OR DEFECTS IN THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE OR THE THIRD PARTY PRODUCTS OR SERVICES USED BY CORE MATTERS IN CONNECTION WITH THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CORE MATTERS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, AND WILL HAVE NO RESPONSIBILITY WHATSOEVER, WITH RESPECT TO ANY THIRD PARTY PRODUCTS, SERVICES, CONTENT OR OTHER MATERIALS OFFERED, ACCESSED, ENCOUNTERED OR OBTAINED BY LICENSEE THROUGH THE USE OF THE SERVICE.
LICENSEE ACKNOWLEDGES AND AGREES THAT THE SITE MAY INCLUDE ACCESS TO OR USE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING–ENABLED TOOLS, SERVICES, AND OUTPUTS (COLLECTIVELY, “AI FEATURES”). AI FEATURES RELY ON PROBABILISTIC MODELS, AUTOMATED PROCESSES, AND THIRD-PARTY DATA SOURCES THAT MAY PRODUCE INACCURATE, INCOMPLETE, OUTDATED, OR INAPPROPRIATE CONTENT AND MAY BE TEMPORARILY UNAVAILABLE. CORE MATTERS DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, OR SUITABILITY OF ANY AI OUTPUTS OR THIRD-PARTY DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AI FEATURES AND AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LICENSEE ACKNOWLEDGES AND AGREES THAT CORE MATTERS HAS NOT PROVIDED ANY GUARANTEE OF SUCCESS OR OF SPECIFIC RESULTS IN CONNECTION WITH THE SERVICE OR ANY OF THE CONTENT, SERVICES, OR PRODUCTS PROVIDED IN CONNECTION THEREWITH, AND HAS NOT PROVIDED ANY REPRESENTATIONS OR WARRANTIES REGARDING THE OUTCOME FROM LICENSEE’S USE OF THE SERVICE OR ANY OF THE CONTENT, SERVICES, OR PRODUCTS PROVIDED IN CONNECTION THEREWITH.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORE MATTERS WILL NOT BE LIABLE TO CUSTOMER, OR ANY OTHER THIRD PARTY FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES IN CONNECTION WITH OR ARISING OUT OF (i) THE SERVICE, (ii) ANY THIRD PARTY PRODUCTS, SERVICES, CONTENT OR OTHER MATERIALS OFFERED, ACCESSED, ENCOUNTERED OR OBTAINED ON, WITH, OR THROUGH THE USE OF THE SERVICE, OR (ii) THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR CORE MATTERS’S PERFORMANCE OR THE FAILURE OF SUCH PERFORMANCE HEREUNDER, OR FOR ANY BREACH BY CORE MATTERS HEREOF), REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH CLAIM IS BASED (WHETHER CONTRACT, TORT OR OTHERWISE) AND EVEN IF CORE MATTERS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURY TO PERSON OR PROPERTY, LOSS OF REVENUE OR PROFITS, LOSS OF GOODWILL, USE OR LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM DOWNTIME, AND THE CLAIMS OF THIRD PARTIES). IF ANY JURISDICTION DOES NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR MULTIPLE DAMAGES, CORE MATTERS’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW AND IN NO EVENT WILL SUCH LIABILITY EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID TO CORE MATTERS BY LICENSEE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM.
(b) LICENSEE EXPRESSLY AGREES THAT LICENSEE’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR CORE MATTERS’S PERFORMANCE OR THE FAILURE OF SUCH PERFORMANCE HEREUNDER, OR FOR ANY BREACH BY CORE MATTERS HEREOF, WILL BE TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 4(b) ABOVE. LICENSEE ACCEPTS THE RESTRICTIONS ON LICENSEE’S RIGHT TO RECOVER ADDITIONAL DAMAGES AS PART OF LICENSEE’S BARGAIN WITH CORE MATTERS, AND LICENSEE UNDERSTANDS AND ACKNOWLEDGES THAT, WITHOUT SUCH RESTRICTIONS, THE FEES WOULD BE HIGHER.
Licensee will defend, indemnify and hold harmless Core Matters and Core Matters’s affiliates, officers, directors, members, managers, equity holders, employees, insurers, legal counsel, representatives, and agents (each an “Indemnitee”) from and against any and all claims (including, without limitation, any investigation, action or other proceeding, whether instituted by a third party against an Indemnitee or by an Indemnitee for the purpose of enforcing its rights hereunder), damages, losses, liabilities, costs and expenses (including, without limitation, attorneys’ fees and court costs) that constitute, or arise out of or in connection with (a) any breach by Licensee of Licensee’s representations, warranties, agreements and covenants set forth in these Terms; or (b) Licensee’s use or misuse of the Service.
(a) Confidentiality.
(i) Except as provided in Section 9(a)(ii) below, during the Term of these Terms and at all times thereafter, Licensee will (A) keep confidential and not divulge, furnish or make accessible to any third party any Confidential Information, and (B) use the Confidential Information solely for purpose of utilizing the Service during the Term pursuant to the terms and conditions set forth in these Terms and not for the benefit of any third party.
(ii) Licensee shall be permitted to disclose Confidential Information to the extent, but only to the extent, (A) Core Matters provides Core Matters’s express prior written consent to such disclosure; or (B) required by law; provided, that prior to making any disclosure of Confidential Information required by law (whether pursuant to a deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other similar process), Licensee must notify Core Matters of Licensee’s intent to make such disclosure, so that Core Matters may seek a protective order or other appropriate remedy and may participate with Licensee in determining the amount and type of Confidential Information, if any, which must be disclosed in order to comply with applicable law.
(iii) Promptly after the expiration or termination of these Terms or upon Core Matters’s request at any time, Licensee shall return to Core Matters, or confirm in writing the destruction of, any Confidential Information which is in tangible form and which is then in Licensee’s possession. As used herein, “Confidential Information” means all information concerning or related to Core Matters’s business, operations, financial condition or prospects (whether prepared by Core Matters, Core Matters’s advisors, or otherwise, and regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form), and shall specifically include (without limitation): (A) all information regarding Core Matters’s members, managers, officers, directors, employees, equity holders, customers, sales representatives, dealers, and licensees, in each case whether past, present or prospective; (B) all of Core Matters’s Intellectual Property, software, inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how (including, without limitation, the Service and the Site); (C) the information and other content provided through the Service and the Site; (D) all of Core Matters’s financial statements, audit reports, budgets and business plans and forecasts; and (E) all analyses, compilations, forecasts, data studies, notes, translations, memoranda, or other documents or materials, prepared by or for Licensee containing, based on, generated or derived from, in whole or in part, any Confidential Information.
(b) Electronic Signatures Effective. These Terms are an electronic contract that sets out the legally binding terms of Licensee’s subscription to the Service. Licensee indicates its acceptance of these Terms by clicking or checking the “Accept” icon in connection with its subscription to the Service. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By checking the box labeled “I have read and agree to the Terms of Use and Privacy Policy”, Licensee agrees to the terms and conditions contained or referenced in these Terms. When Licensee checks the box labeled “I have read and agree to the Terms of Use and Privacy Policy”, Licensee also consents to have these Terms provided to it in electronic form. Licensee is encouraged to print a copy of these Terms for its records.
(c) Entire Agreement; Amendment. These Terms (including, without limitation, all Exhibits hereto) constitutes the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior and contemporaneous written and oral agreements, representations and communications between the Parties relating to such transactions. Core Matters may amend these Terms, or any provision thereof, or add or remove terms at any time, and such amendments, additions or deletions will be effective immediately upon posting to the Site. Licensee’s use of the Site and the Service after such posting shall be deemed to constitute acceptance by Licensee of such amendments, additions or deletions.
(d) Equitable Relief. Licensee acknowledge and agrees that Core Matters would be irreparably damaged in the event that any of the provisions of Sections 2(b), 2(c), 4(c), 9(a) and 9(b) are not performed by Licensee in accordance with their specific terms or are otherwise breached, and that money damages would not be a sufficient remedy for such breach. Accordingly, Licensee agrees that Core Matters will be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach, without any requirement to post bond or other security or to prove actual damage or harm. Such remedies shall not be deemed to be the exclusive remedies for any such breach but shall be in addition to all other remedies available at law or in equity.
(e) Expenses. Except as may otherwise be specifically provided in these Terms, each Party is responsible for any expenses incurred in connection with the negotiation, preparation, execution, delivery, and performance of these Terms.
(f) Force Majeure. Core Matters shall not be liable to Licensee for any delay in or failure of Core Matters’s performance under these Terms (including, without limitation, Core Matters’s failure to make available the Service or any component thereof) resulting from any act of God, fire, flood, explosion or other natural disaster, pandemic (including, without limitation, Covid-19), actions or impositions by Federal, state or local authorities, strike, labor dispute, vandalism, riot, commotion, act of public enemies, blockage or embargo or any other cause beyond Core Matters’s reasonable control (“Force Majeure”). Upon the occurrence of any such event that results in, or will result in, a delay or failure to perform, Core Matters shall be relieved from fulfilling Core Matters’s obligations under these Terms during the period of such Force Majeure event.
(g) Governing Law; Consent to Jurisdiction. These Terms are governed by, and shall be construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any conflict of laws rules, and each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in Nashville, Tennessee for the purposes of any action or proceeding arising out of or relating to these Terms. Each Party hereby waives any objection based on forum non conveniens and waives any objection to venue of any action instituted under these Terms. If any legal action or any arbitration or other proceeding is brought in connection with these Terms, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, accounting fees, and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. The phrase “prevailing Party” means the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default, judgment, or otherwise. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(h) Notices. Any notice, demand or request required or permitted under these Terms shall be in writing and deemed delivered (i) when delivered personally (including by recognized national courier), (ii) five (5) business days after deposited in the U.S. mail, first class mail, registered or certified, with postage prepaid; or (iii) one (1) business day after sent via email. Notices to (A) Core Matters shall be addressed to Core Matters, LLC, 5050 Carothers Pkwy #104-272, Franklin, TN 37067, Attn: Ryan Englin, Email: support@fieldcon.io, and (B) Licensee shall be addressed to the mailing address and email address provided by Licensee.
(i) Severability. Any provision of these Terms which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
(j) Successors and Assigns. Licensee may not assign Licensee’s rights or delegate or cause to be assumed Licensee’s obligations hereunder without Core Matters’s prior written consent (which consent may be withheld in Core Matters’s sole and absolute consent). Any attempted assignment, delegation or assumption not in accordance with this Section 9(j) shall be null and void and of no force or effect whatsoever. The terms and conditions of these Terms shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.
(k) Survival. The provisions of Sections 2(b)-(d), 3, 4(c), 5-9 and the portions of Pricing Page referenced therein will survive any termination or expiration of these Terms.
(l) Use of Name. (i) Core Matters has the right to list Licensee as a client of Core Matters in all advertising, marketing and promotional materials designed to promote Core Matters and its goods and services anywhere in the world, (ii) Licensee hereby grants Core Matters a non-exclusive, royalty-free, perpetual, worldwide license to use in all advertising, marketing and promotional materials designed to promote Core Matters and its goods and services anywhere in the world Licensee’s name and Licensee’s logo (if any), and (iii) Licensee agrees that no monetary or other consideration shall be due Licensee for the rights granted or the uses described in this Section 9(m).
(m) Waivers. The due performance or observance by the Parties of their respective obligations under these Terms shall not be waived, and the rights and remedies of the Parties shall not be affected, by any course of dealing or performance or by any delay or failure of any Party in exercising any such right or remedy. The due performance or observance by a Party of any of its obligations under these Terms may be waived only by a writing signed by the Party against whom enforcement of such waiver is sought.