These CoreSite Marketplace Terms & Conditions (these “Terms“) contain the terms and conditions that govern your participation in the CoreSite Marketplace Page on CoreSite.com (the "Program") and are an agreement between CoreSite, L.L.C. ("CoreSite," "we," "us," or "our") and you or the entity you represent ("you"). You represent to us that you are lawfully able to enter into contracts, and if you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1.1 Joining the Program. To join the Program, you must submit a complete program form through DocuSign and be accepted into the Program. For the avoidance of doubt, participation in this Program does not authorize you to resell or sublicense our services.
1.2 Program Administration. We may from time to time send you email updates about the Program, including information about related events and other customers.
1.3 Program Changes. We may change or discontinue the Program or any aspect of it at any time. We will post information about the change on CoreSite.com or send you an email using the email address provided to us in your application for the Program. Any changes to the Program will become effective at the time we post information about the change on CoreSite.com or expressly state otherwise in a notice.
1.4 Termination. Either you or we may terminate your participation in the Program effective immediately, at any time, and for any reason, by providing the other party notice of termination; provided, however, in the event that you are the terminating party, CoreSite shall have a reasonable time period after the effective date of such termination to discontinue the use of Your Materials (defined below).
1.5 Fees. You will pay the fees (if any) identified by CoreSite to participate in certain Program benefits. All fees (if any) paid to CoreSite in connection with the Program are non-refundable. Currently, there are no fees associated with the Program.
2.1 Marketplace Directory. We may list your name, website, and other general contact information in our CoreSite Marketplace Directory, or similar resources. You hereby grant us a nonexclusive, worldwide, royalty-free license to use any trademark, service mark, trade name, other proprietary logo or insignia, URL, domain name, or other source or business identifier that you provide to us and any other content that you provide to us in connection with the Program (collectively, "Your Materials") solely in connection with the CoreSite Marketplace, digital signage in CoreSite facilities, customer lists, commercial presentations, flyers, brochures, newsletters and similar resources. We may make reasonable changes or alterations to Your Materials. You reserve all rights in Your Materials and related intellectual property rights and, except as described in this Section, no rights to Your Materials or related intellectual property rights are transferred or licensed pursuant to these Terms.
2.2 Identifying Yourself as a CoreSite Marketplace Member. You may not issue any press release or other public statement with respect to your participation in the Program unless we approve the content, timing and method of the press release or other public statement in advance and in writing.
2.3 Ownership of Company Marks. You represent and warrant that you are the owner of any trademark, service mark, logo and trade name rights in registered and unregistered trademarks that may be provided to CoreSite in Your Materials and any incorporated into the CoreSite Marketplace (the "Company Marks").
2.4 Indemnification. You shall defend, indemnify and hold harmless CoreSite, its affiliates, officers, directors, agents and employees, from and against any and all third party claims, suits, damages, losses, liabilities, obligations, fines, penalties, costs and expenses (whether based in law or equity), including reasonable legal fees and expenses, or whatever kind or nature, arising out of or based upon your participation in the Program.
The Program and any benefits or other materials that we may offer through the Program are provided "as-is." We make no express or implied warranties or representations with respect to the Program or any benefits or other materials that we may offer through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage).
Notwithstanding anything to the contrary set forth in these Terms, in no event shall either party be liable for indirect, special, incidental, consequential, punitive or exemplary damages (or any loss of revenue, profits, or data) arising in connection with the Program or these Terms, including loss of profits, income or revenues, loss of customers, or loss of goodwill incurred by the other party or any third party, regardless of the form of action, including, without limitation, any action in contract or tort, even if a party has been advised of the possibility of such damages. Each party acknowledges and agrees that such limitations are fair and reasonable.
We may modify these Terms at any time by posting a revised version on CoreSite.com or sending you an email using the email address provided to us in your application for the Program. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing your participation in the Program after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check CoreSite.com and the CoreSite Marketplace Page regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms.