CORNERSTONE ONDEMAND TERMS OF USE

(Last updated 10 March 2020)

Cornerstone OnDemand, Inc., together with its wholly-owned subsidiaries (hereinafter collectively “Cornerstone”, “we”, “us” or “our”), has created, owns and operates multiple websites. These terms of use (hereinafter the “Terms of Use”) govern access to and use of the Cornerstone websites, services, software and applications provided online and/or made available offline via personal computer or mobile device (hereinafter collectively the “Service”). By using the Service, you agree to be bound by these Terms of Use, unless you or your organisation have entered into a separate written agreement with us, in which case those terms and conditions shall take precedence over these Terms of Use. These Terms of Use incorporate by reference Cornerstone’s Privacy Policy.

Cornerstone may modify these Terms of Use at any time and such a modification shall be effective from the date stated in the amended Terms of Use. Your continued use of the Service following any amendment to these Terms of Use will signify your assent to and acceptance of the revised terms. If you do not agree to any of these terms or any future amendments, do not use or access (or continue to access) the Service.

1. DESCRIPTION OF SERVICE

The Service enables a user to do some or all of the following: view online content (e.g. in the form of text, images, video or Flash); take online courses/tests; connect with other users; participate in online discussions; create online communities pertaining to specific topics; conduct performance reviews and objective-setting; conduct succession planning; create and/or administer classes/tests; offer classes/tests for sale and purchase goods and services offered by Cornerstone or third parties (hereinafter individually a “Third Party”). Unless explicitly stated otherwise, any new features that augment or enhance the Service shall be subject to these Terms of Use. The Service may not be used for any purpose not expressly permitted by these Terms of Use. You may not reproduce, copy, duplicate, sell or resell any part of the Service, except to the limited extent expressly permitted by these Terms of Use.

2. USAGE AND ACCESS RIGHTS

In consideration of your use of the Service, you represent that you are not a person barred from using the Service under the laws of any applicable jurisdiction. You also agree to (a) provide accurate, current and complete information about yourself as may be prompted by any registration forms on the Service (hereinafter “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 Cornerstone in order 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 if Cornerstone has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Cornerstone has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

You are responsible for all activity taking place 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 may never use another user’s account without permission. You must notify Cornerstone immediately of any breach of security or unauthorised use of your account. Cornerstone will not be liable for your losses caused by any unauthorised use of your account, but you will be liable for the losses incurred by Cornerstone or others due to such unauthorised use. All usernames and passwords remain the property of Cornerstone and may be cancelled, changed or suspended by Cornerstone at any time without notice. Cornerstone is not under any obligation to verify the actual identity or authorisation of the user of any username or password.

By providing your e-mail address to Cornerstone, you consent to us using that e-mail address to send you Service-related notices, including any notices required by law, instead of communication by post. We may also use your e-mail address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such e-mail messages, you may opt out by changing the preferences in your account settings. Opting out may prevent you from receiving e-mail messages regarding updates, improvements or offers.

3. OWNERSHIP OF CONTENT AND LIMITED LICENCE

The following definitions apply to material on the Service:

“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 the Service at any time.
“User Content” means any and all Content that you upload, publish, offer, display (hereinafter collectively “post”) transmit, sell, share and/or otherwise make available on and/or through the Service.
“Third-Party Content” means any and all Content that a Third Party posts, transmits, sells, shares and/or otherwise makes available on and/or through the Service.
“Site Content” means any and all Content that is neither User Content nor Third-Party Content.

The Service and the Site Content are the property of Cornerstone, its users or its licensors, with all rights reserved. Neither the Service 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 Cornerstone’s prior written permission.

Cornerstone grants you a limited licence to access and use 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 a licence 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 licence terms that are established by those Third Parties from time to time.

Any use of the Service or the Site Content other than as specifically authorised herein, without the prior written permission of Cornerstone or the applicable Third Party as the case may be, is strictly prohibited and shall terminate the licence granted herein. Such unauthorised 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 licence to intellectual property rights, whether by estoppel, implication or otherwise. This licence may be revoked at any time without notice and with or without cause.

From time to time, Cornerstone may offer a limited-term campaign to specific Cornerstone clients and other companies or individual users to participate in free online training (a “Digital Learning Event”). These courses will be selected by Cornerstone and will include a subset of Cornerstone’s course catalogue from a variety of course publishers. The following additional terms apply to Digital Learning Events in which you participate:

Cornerstone is collecting the data you input on the registration form including without limitation your name, e-mail address and job title. Additionally, we collect information about the courses you started and/or completed plus any related training record information such as your certifications or test results.
Cornerstone may share the information collected such the course enrolment with your employer so that they can learn what types of courses their employees are interested in.
The information collected will also be used by Cornerstone to evaluate the Digital Learning Event and to know what courses to offer in future Digital Learning Events. The information used will be aggregated, anonymised data that may also be used to provide benchmarking for courses taken by specific industries or local markets.
Cornerstone will retain your login and your training record so you can continue your course progress in a future Digital Learning Event, if offered.

Cornerstone will retain the information for five (5) years unless, where applicable, you specifically opt out of the Digital Learning Event programme by sending an e-mail to onlinelearninghelp@csod.com.

4. TRADEMARKS

“Cornerstone”, “Cornerstone OnDemand” and other Cornerstone graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Cornerstone. Trademarks and trade dress used by Third Parties in association with the sale or licence of their goods or services on the Service are the property of the respective owners.

Such trademarks and trade dress may not be used (including use 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 owners.

5. USER CONTENT

You are solely responsible for all User Content. You understand and agree that Cornerstone may, but is not obliged to, review, delete and/or remove User Content (without notice) at its sole discretion and for any reason or no reason including (without limitation) User Content that (in each case in the sole judgement of Cornerstone) violates these Terms of Use, might be offensive, illegal or might violate the rights, harm or threaten the safety of users or others.

You agree that you will not:

post, transmit, sell, share or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable;
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;
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 licences and authorisations or (iii) that Cornerstone determines, at its sole discretion, is inappropriate for distribution through the Service;
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
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 Service or provide to Cornerstone. When you post User Content to the Service, you authorise 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 Service.

6. USE OF SERVICE

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

post, transmit, sell, share or otherwise make available unsolicited commercial e-mail 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 e-mails to recipients who have not requested e-mail from you or with a fake return address; (ii) promoting a site with inappropriate links, titles or descriptions; or (iii) promoting your site by posting multiple identical submissions in public forums;
use or launch any automated system, including without limitation “robots”, “spiders”, “offline readers” etc. that access the Service in a manner that sends more request messages to the Service servers than a human can reasonably produce in the same period of time by using a conventional online web browser;
post, transmit, sell, share or otherwise make available any material that contains software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the Service or servers or networks connected to the Service or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
harm, stalk, harass or otherwise violate the rights of others in any way in your use of the Service;
impersonate any person or entity, including (but not limited to) a Cornerstone official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
intentionally or unintentionally violate any applicable local, state, national or international law;
promote or provide instructional information about illegal activities, promote physical harm or injury to any group or individual or promote any act of cruelty to animals;
exceed the scope of any Cornerstone service or product for which you have registered by (for example) accessing and using the tools you do not have a right to use, or deleting, adding to or otherwise changing the comments or content of other persons;
not to collect or harvest any personally identifiable information, including account names, from the Service.

You understand that by using the Service you may be exposed to Content that you consider to be offensive, indecent or objectionable. You acknowledge that Cornerstone 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. INTELLECTUAL PROPERTY POLICY

Cornerstone 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 the Service any Content that violates another party’s intellectual property and other rights. Cornerstone is not responsible for the conduct of its users and bears no responsibility or liability for User Content or for the loss or corruption thereof.

It is Cornerstone’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who infringe or repeatedly infringe the copyrights or other intellectual property rights of Cornerstone and/or others.

8. DIGITAL MILLENNIUM COPYRIGHT ACT

If you believe that your copyrighted work has been copied in a way that constitutes a copyright infringement and is accessible via the Service, please notify Cornerstone’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:

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

The above information must be submitted to the following DMCA Agent:

Attn: DMCA notice

Cornerstone OnDemand, Inc.

Address: 1601 Cloverfield Blvd., Suite 600 South

Santa Monica CA 90404

Telephone: (310) 752-0200

Fax: (310) 496-1654

UNDER FEDERAL LAW, IF YOU KNOWINGLY MAKE A MISREPRESENTATION THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS AND LAWYERS' FEES.

The preceding requirements are intended to comply with Cornerstone’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. Please note that this procedure is exclusively for notifying Cornerstone and its affiliates that your copyright material has been infringed. It may be advisable to contact a lawyer regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Cornerstone has adopted a policy of terminating (in appropriate circumstances and at Cornerstone’s sole discretion) users who are deemed to be repeat infringers. Cornerstone 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

Cornerstone may from time to time offer goods and services through the Service and may offer you or Third Parties the ability to offer and/or purchase goods and services for sale to and/or from Third Parties through the Service ("Third-Party Transaction"). All transactions conducted in connection with this aspect of the Service are subject to and governed by such guidelines as Cornerstone posts from time to time (hereinafter the “Guidelines”), as well as these Terms of Use. The Guidelines are subject to change without prior notice at any time, at Cornerstone’s sole discretion; you should review the Guidelines before each Third-Party Transaction.

You are solely responsible for your interactions with other users of the Service. 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 the Service. 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.

You acknowledge that Cornerstone and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, suppliers, co-branders or other partners, employees, successors and assignees (hereinafter the “Cornerstone Parties”) are not responsible or liable for any action or inaction of any Third Party regarding 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 the Service is provided by Cornerstone “as-is” and any such transactions and dealings are at your own risk. You agree that you are solely responsible for establishing Third Party Licence Terms for any User Content provided by you to the Service and that Cornerstone has no responsibility or liability for any breach by Third Parties of such Third Party Licence Terms and that you are solely responsible for this.

10. FEES

Cornerstone may from time to time charge fees for the use of the Service. Our fees, if any, are available on the Service. Unless otherwise stated, our fees are quoted in US dollars. You and/or your organisation are responsible for paying all fees associated with the use of the Service through your account and for all applicable taxes.

In addition, Third Parties may charge fees for Third-Party Content that they provide through the Service. The fees and prices charged by Third Parties are available in their listings in our marketplace. Certain taxes and government charges may be payable in relation to purchases you make from Third Parties through the Service. Cornerstone is not responsible for any transaction between you and such Third Parties, and we consequently 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. We accept no responsibility for such taxes and government charges. 11. INTERNATIONAL USE

Recognising 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. Cornerstone makes no representations that the Service is appropriate or available for use in your location. Access to the Service from your jurisdiction is at your own risk and you are responsible for compliance with local law.

12. LINKS

We may provide, or third parties may provide, links to other worldwide web sites or resources. Because Cornerstone has no control over such sites and resources, you acknowledge and agree that Cornerstone 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 Cornerstone 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 Cornerstone 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 debts and expenses (including but not limited to lawyers' fees) arising from (i) your use of and access to the Service; (ii) violation by you of any of the terms of these Terms of Use, including without limitation a breach by you of any of the representations and warranties above; (iii) violation by you of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) violation by you of any law, rule or regulation of the United States or any other country; (v) any claim or damage that arises 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 may have with one or more of our users or any Third Party providing goods and services through the Service.

14. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. CORNERSTONE 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, AVAILABILITY OR RESULTS. CORNERSTONE DOES NOT GUARANTEE THAT (I) CORNERSTONE WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE 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 OR (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. CORNERSTONE IS NOT RESPONSIBLE OR LIABLE IN ANY WAY WHATSOEVER FOR ANY USER CONTENT OR THIRD-PARTY CONTENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL CLAIMS, COURSES OF ACTION AND DAMAGES THAT ARISE FROM OR RELATE TO SUCH MATERIAL AND HEREBY WAIVE ANY SUCH CLAIMS, COURSES OF ACTION AND DAMAGES. CORNERSTONE ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO OR ALTERATION OF USER COMMUNICATIONS. CORNERSTONE IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEM, SERVER OR PROVIDER, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF E-MAIL 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 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 THE SERVICE.
UNDER NO CIRCUMSTANCES WILL CORNERSTONE ACCEPT RESPONSIBILITY 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 THE SERVICE, ANY USER CONTENT POSTED ON OR THROUGH THE SERVICE OR ANY INTERACTIONS BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE. YOU POST USER CONTENT ON THE SERVICE AT YOUR OWN RISK.
DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING ANY SUCH MATERIAL.
D. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED THROUGH OR FROM CORNERSTONE SHALL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF USE.
CORNERSTONE RESERVES THE RIGHT TO CHANGE ANY AND ALL SITE CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN OR ON THE SERVICE AND ANY SERVICES OFFERED THROUGH THE SERVICE AT ANY TIME WITHOUT NOTICE.
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 ON THE PART OF CORNERSTONE.

15. LIMITATION OF LIABILITY

IN NO CIRCUMSTANCES SHALL CORNERSTONE, 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 UNAUTHORISED 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, (V) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (VI) 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, E-MAILED, 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, CORNERSTONE’S MAXIMUM TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION SHALL AT ALL TIMES BE LIMITED TO THE LESSER OF (I) THE AMOUNT (IF ANY) PAID BY YOU TO CORNERSTONE FOR THE SERVICE 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 ANY SUCH LIMITATION. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO CORNERSTONE FOR THE SERVICE, 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 CORNERSTONE 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 CORNERSTONE 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.

16. NOTICE

You acknowledge that Cornerstone may establish general practices and additional limits concerning use of the Service. You may be notified via e-mail or website posting. Cornerstone may also provide notices of changes to the Terms of Use or other matters by displaying notices or links to notices to you generally on Cornerstone. You agree that all communications that we provide to you electronically satisfy any legal requirement that such communications must be in writing or must be delivered in a particular manner and you agree to keep your account contact information up to date.

17. GENERAL

Independent Contractors. You and Cornerstone are independent contractors and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Use.

Entire Agreement. The Terms of Use, 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 these Terms of Use by reference, constitutes the entire agreement between you and Cornerstone and governs your use of the Service, superseding any prior agreements between you and Cornerstone (including, but not limited to, any prior versions of these Terms of Use). You also may be subject to additional terms and conditions that may apply when you use other Cornerstone services, Third-Party Content, third-party software or third-party services offered through the Service. In the event of any conflict between the terms of these Terms of Use and an Agreement, the terms of the Agreement will prevail.

Choice of Law and Forum. These Terms of Use will be governed and construed in accordance with (i) if you are located in North or South America: the laws of the State of California and the federal laws of the United States of America, without regard to conflict of law principles, or (ii) if you are not located in North or South America: the laws of England and Wales. You further agree that any suit, action or proceeding arising out of or with respect to these Terms of Use or any judgement entered by any court in respect thereof shall be brought exclusively in (i) if you are located in North or South America: the state or federal courts of the State of California located in the County of Los Angeles or (ii) if you are not located in North or South America: the courts of England and Wales, and you hereby irrevocably accept the exclusive personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding.

Waiver and severability of terms. The failure of Cornerstone to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such rights or provisions. If any provision of the Terms of Use or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use shall remain in full force and effect.

Statute of Limitations. You agree, regardless of any statute or law to the contrary, that any claim or cause of action arising out of or related to use of the Service or the Terms of Use 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 Terms of Use are for convenience only and have no legal or contractual effect.

Force Majeure. Cornerstone shall not be responsible to you as a result of any delay or default in carrying out its obligations hereunder that is due in whole or in part to an event beyond of the control of Cornerstone.

Assignability. You may not assign your rights or obligations under these terms without Cornerstone’s prior written consent. If consent is given, these Terms of Use will bind your successors and assigns. Any attempt by you to transfer your rights, duties or obligations under these Terms of Use except as expressly provided in these Terms of Use is void. Cornerstone may freely assign its rights, duties and obligations under these Terms of Use.

Language.Cornerstone may provide translations of these terms or other terms or policies. Translations and localised versions are provided for informational purposes. In the event of inconsistency or conflict between a translation or localised version and the US English version, the US English version will prevail.

18. VIOLATIONS

Please report any violations of the Agreement to:

Cornerstone OnDemand

1601 Cloverfield Blvd., Suite 620S

Santa Monica, CA 90404

United States of America

Attn: General Counsel