Draft — under legal review. Not yet in effect.
Terms of Service
These terms are the agreement between the Company and the business that signs up for Corom. Please read them before using the Service. If you accept them for a business, you confirm that you are allowed to bind it.
1. Who these terms are between
These Terms of Service (the “Terms”) are between The Company (“we” or “us”) and the business or organization that signs up for the Service (the “Customer”). “Users” are the people the Customer allows to use the Service, such as its office staff, scale operators, yard and floor workers and brokers. The Customer is responsible for its Users and for making sure they follow these Terms.
The Service is for businesses. The Customer confirms that it uses the Service for its trade or business, not as a consumer. We serve Customers in the United States and the United Kingdom; some sections below differ by the Customer’s country, which is the country where the Customer is established, as shown in its order form or account details.
If an order form, proposal or other signed agreement between the Company and the Customer says something different from these Terms, the signed agreement wins on that point.
2. The Service
Corom (the “Service”) is software, provided over the internet, that recycling facilities and brokers use to keep their records. It lets the Customer record and review:
- weigh events: the weight, time, scale, material, direction, ticket or docket number, supplier, buyer or disposal site, hauler and community of origin of each load, and who keyed or voided an entry by hand and why
- planned loads, their receiving disposition and the paperwork attached to them
- stock counts, bales created and production batches
- brokerage records: grades, receipts, shipments, prices and margins, preloaded loads, bills of lading and contamination readings
- reports made from those records, such as period reports and reports in the layout CAA asks for
- files people upload: bills of lading, tickets, spreadsheets, PDFs, scans and photos, including photos taken with the phone capture and Scan pages, and the text read from them
The Service checks that the weight recorded in, out, to landfill and on site adds up, and helps prepare reports. We may change, add or remove features over time. We will not remove a feature the Customer pays for in a way that materially reduces the Service during a paid term without telling the Customer first.
Parts of the Service may be marked as a demo, preview or pilot. Demo data is invented. Previews and pilots are offered to try out, may change or end, and are provided “as is.”
3. Accounts and access
- The Customer decides who may use the Service and keeps its access codes and passwords confidential. Users must not share their own password.
- The Customer tells us promptly if it believes someone has used its account without permission.
- The Customer is responsible for what happens under its account, except where it is caused by our breach of these Terms.
4. The Customer’s data
“Customer Data” means the records, files and other information the Customer and its Users put into the Service, and the reports made from them.
- The Customer owns its Customer Data. These Terms do not give us ownership of it.
- We process Customer Data on the Customer’s behalf. The Customer gives us permission to store, copy, process and display Customer Data only to provide, secure and support the Service, to follow the Customer’s instructions, and as the law requires.
- We do not sell Customer Data, and we do not use it for advertising.
- Our Privacy Policy explains how we handle personal information, and our Subprocessors page lists the outside services that hold Customer Data for us.
- Where we process personal information in Customer Data, we do so as the Customer’s processor (in the UK) or service provider (in the US), under our Data Processing Addendum, which forms part of these Terms. A copy to sign is available on request.
- Customer Data is stored in the United States, for Customers in both countries. For UK Customers, the Data Processing Addendum sets out the safeguards for that transfer.
5. Exporting and deleting data
- While the Customer uses the Service, it can download its reports and records as spreadsheets and other files where the Service offers that. It can also ask us for a full copy of its Customer Data, and we will provide one in a common, machine-readable format.
- When the Customer stops using the Service, it may ask for a final copy within 30 days.
- The Customer may ask us to delete its Customer Data at any time. We will delete it from the Service within 30 days of the request, or of the end of the Customer’s use of the Service if later. Copies in our providers’ backups are removed as those backups expire. We may keep information the law requires us to keep, and we keep it confidential.
6. The Customer’s responsibilities
- The Customer is responsible for the accuracy of the records it enters and the files it uploads, and for having the right to put them in the Service.
- Where Customer Data includes information about people, such as drivers, haulers or contacts at suppliers and buyers, the Customer is responsible for giving them any notice and getting any consent the law requires.
- The Customer must not put in information the Service does not need, such as Social Security numbers, payment card numbers, bank account numbers or health information.
- The Customer must follow our Acceptable Use Policy.
7. Reports, checks and automated reading
The Service adds up weights, flags gaps, estimates readiness and possible charges, and reads text from uploaded files automatically. These are tools to help the Customer keep good records. They are not legal, regulatory or accounting advice, and automated reading can be wrong. The Customer is responsible for reviewing reports before relying on them or filing them, and for its own filings with regulators and program operators such as CAA.
8. Fees
Fees, billing terms and any free trial or pilot are set out in the order form or plan the Customer agrees to. Unless that says otherwise, fees are in US dollars and do not include taxes such as sales tax or VAT, which the Customer pays (other than taxes on our income). If no fees have been agreed, the Service is provided without charge and on an “as is” basis.
9. Security and breach notification
We use reasonable technical and organizational measures to protect Customer Data. Our Security page describes them in plain terms.
If we confirm that Customer Data has been accessed, disclosed, changed or destroyed without authorization, we will tell the Customer without undue delay, and no later than 72 hours after we confirm it. We will say what we know about what happened and what data was involved, update the Customer as we learn more, take reasonable steps to contain it, and help the Customer meet any duty it has to notify others.
10. Confidentiality
Each of us will keep the other’s non-public information confidential, use it only for the purposes of these Terms, and share it only with people who need it for those purposes and are bound to keep it confidential. This does not cover information that is already public, that the receiving party already had or developed on its own, or that the law requires to be disclosed (with notice to the other party where the law allows).
11. Our property and feedback
We own the Service, its software and its design. The Customer receives the right to use the Service under these Terms while they are in effect, and nothing more. The Customer must not copy, resell or reverse engineer the Service except as the law allows. If the Customer sends us ideas or feedback, we may use them without any obligation to the Customer.
12. Availability and support
We work to keep the Service available, but we do not promise it will be uninterrupted or error-free, unless an order form sets a service level. We may pause the Service for maintenance or to protect it, and we will try to give notice of planned work.
13. Disclaimer
Except as these Terms say otherwise, the Service is provided “as is” and “as available.” To the extent the law allows, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.
14. Limitation of liability
- Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if it was told they were possible.
- Each party’s total liability arising out of or relating to these Terms is limited to the fees the Customer paid for the Service in the 12 months before the event that gave rise to the claim. If no fees were paid, that limit is one hundred US dollars ($100).
- These limits do not apply to a party’s breach of its confidentiality obligations, to the Customer’s obligation to pay fees, or to liability that the law does not allow to be limited.
15. Indemnity
The Customer will defend and indemnify us against claims by third parties arising from Customer Data the Customer did not have the right to put in the Service, or from use of the Service in breach of the Acceptable Use Policy.
16. Term and ending
- These Terms apply for as long as the Customer uses the Service. Either party may stop at any time, subject to any minimum term in an order form.
- We may suspend access if it is needed to protect the Service or other customers, or if the Customer seriously breaches these Terms. We will give notice and a chance to fix the problem first where that is reasonable.
- Sections 4, 5, 10, 11, 13, 14, 15 and 17 continue after these Terms end.
17. Governing law and disputes
The law and courts depend on the Customer’s country:
- Customers in the United Kingdom: these Terms, and any dispute or claim arising out of or in connection with them (including non-contractual ones), are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
- Customers in the United States, and anywhere else: these Terms are governed by the laws of the State of Colorado and the federal laws of the United States that apply there, without regard to conflict-of-law rules. Any dispute will be brought in the state or federal courts located in Colorado, and each party agrees to their jurisdiction.
18. Changes to these terms
We may update these Terms. When we make a material change, we will announce it in the Service and email the Customer’s account contacts at least 30 days before it takes effect, unless the change is required sooner by law. Each updated version has its own version label and effective date at the top of this page. When a new version takes effect, every User is asked to accept it on their next visit before continuing. If the Customer does not agree to a change, it may stop using the Service before the change takes effect.
19. General
- These Terms, together with any order form and the policies they link to, are the whole agreement between us about the Service.
- Neither party may transfer these Terms without the other’s consent, except to a successor in a merger or sale of substantially all of its business.
- Neither party is responsible for delays caused by events beyond its reasonable control.
- If part of these Terms cannot be enforced, the rest stays in effect. A failure to enforce a term is not a waiver of it.
- Notices to us go to the address on our Contact page. Notices to the Customer go to the account contacts it gives us.