Terms & Conditions
Core Directive LLC | Effective Date: September 5, 2026
Website: coredirective.net
These Terms and Conditions ("Terms") govern the purchase, access, and use of website development, website management, hosting, maintenance, automation, integration, digital marketing, technical support, consulting, and related services provided by Core Directive LLC, a Florida limited liability company ("Core Directive," "Company," "we," "us," or "our").
The individual or entity purchasing or using the Services is referred to as the "Client," "you," or "your."
By purchasing Services, submitting payment, electronically signing an agreement, checking a box indicating acceptance, approving a proposal or Order Form, or otherwise instructing Core Directive to begin work, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you are accepting these Terms on behalf of a company or other organization, you represent that you have authority to legally bind that organization.
01. Services
Core Directive provides digital services that may include:
- Website design and development
- Website redesign
- Website hosting and deployment
- Website maintenance
- Technical support
- Website content updates
- E-commerce integrations
- Payment processor integrations
- Email integrations
- Domain and DNS configuration
- Analytics configuration
- Search engine optimization assistance
- Advertising integrations
- Business automation
- API integrations
- Customer portals
- Administrative dashboards
- Forms and lead-generation systems
- AI-assisted features
- Third-party software integrations
- Ongoing website management
- Other technology or digital services agreed to in writing
The exact Services purchased by Client will be identified in the applicable plan, proposal, quote, invoice, Statement of Work ("SOW"), Order Form, or other written agreement.
Marketing descriptions are summaries only. The applicable Order Form, SOW, and these Terms determine the actual contractual obligations of Core Directive.
02. Order of Precedence
If different documents contain conflicting terms, the following order generally controls:
- A separately signed written amendment specifically stating that it modifies these Terms
- The applicable signed SOW or Order Form
- These Terms
- General descriptions appearing on the Core Directive website or marketing materials
Special pricing, promotions, discounts, and promotional codes do not modify any other contractual term unless expressly stated.
03. Scope of Work
Core Directive is responsible only for Services expressly included in the Client's selected plan, SOW, Order Form, proposal, or other written scope.
Any feature, integration, functionality, design change, migration, content creation, revision, troubleshooting request, custom development, or other work not reasonably included within the agreed scope may constitute additional work.
Core Directive may provide a separate quote or require the Client to upgrade its plan before performing additional work.
Client understands that a request being technically possible does not mean it is included within the Client's existing plan or price.
04. Change Requests
Ongoing service plans may include a defined number or category of change requests.
A "change request" may include modifications to an existing website, content, design element, integration, workflow, feature, or configuration.
Core Directive may reasonably determine:
- Whether a request is a standard or high-priority request
- Whether multiple requested changes constitute multiple requests
- Whether a request exceeds the Client's plan
- Whether custom development is required
- Whether a request requires additional fees
- Whether a requested change creates unacceptable technical, legal, security, or operational risk
Unless otherwise stated in the Client's plan, unused monthly change requests do not accumulate or roll over into future billing periods.
Estimated completion times are targets rather than guarantees unless Core Directive expressly guarantees a deadline in a signed written agreement.
05. Client Responsibilities
Client agrees to provide Core Directive with all information, materials, access, approvals, credentials, and cooperation reasonably necessary to perform the Services.
This may include: Logos, Photographs, Videos, Written content, Product information, Pricing, Business information, Domain access, DNS access, Hosting access, Payment processor access, Email platform access, Social media access, Advertising account access, API credentials, Third-party account information.
Client represents that all information provided to Core Directive is accurate to the best of Client's knowledge.
Core Directive is not responsible for delays caused by Client's failure to provide required information, approvals, access, payments, or feedback. Project timelines may be extended accordingly.
06. Client Approval
Core Directive may request Client approval during development.
Once Client approves a design, feature, copy, workflow, integration, or other deliverable, Core Directive may rely on that approval when continuing development. Changes requested after approval may be treated as additional work.
Client is responsible for reviewing the website before launch, including: Text and spelling, Prices, Product descriptions, Contact information, Business information, Images, Forms, Links, Policies, Checkout processes, Automated messages, Calculations, Integrations, Legal disclosures, Functionality.
Client's approval to launch constitutes authorization to publish the website in its then-current condition.
07. Delivery and Acceptance
Unless otherwise agreed, Client must notify Core Directive of any material defect or material failure to meet the agreed scope within seven business days after delivery or notification that the applicable deliverable is ready for review. The notice must reasonably describe the alleged deficiency.
If no such notice is received within that period, the deliverable will be considered accepted.
For a valid deficiency within the agreed scope, Core Directive's primary obligation will be to use commercially reasonable efforts to correct the deficiency.
Requests for preferences, new functionality, new designs, or changes in Client's business requirements do not constitute defects.
08. Project Timelines
Any project schedule, launch date, completion date, response time, or delivery estimate provided by Core Directive is an estimate unless expressly identified as a guaranteed deadline in a signed agreement.
Timelines may be affected by: Client response times, Client revisions, Third-party approvals, Domain transfers, API changes, Software updates, Payment processor approvals, App or advertising platform approvals, Technical problems, Internet outages, Third-party outages, Security events, Force majeure events, Changes in project scope.
Core Directive will not be liable for business losses resulting from a delayed project except to the extent liability cannot legally be excluded.
09. Fees
Client agrees to pay all fees stated at the time of purchase or in the applicable Order Form, SOW, invoice, or proposal.
Fees may include: Initial setup fees, Development fees, Monthly service fees, Hosting fees, Maintenance fees, Additional development charges, Third-party fees, Domain fees, Software licensing fees, Advertising expenses, Usage-based costs.
Unless expressly stated otherwise, all amounts are in United States dollars.
10. Setup and Development Fees
Setup fees, onboarding fees, and development fees compensate Core Directive for initial labor, configuration, planning, development, account setup, and other work required to begin a Client project. Once work has begun, setup or development fees are generally non-refundable, except where otherwise required by law or expressly agreed by Core Directive in writing. Promotional discounts do not change this policy.
11. Recurring Billing
If Client purchases a recurring plan, Client authorizes Core Directive and its payment processor to automatically charge the payment method on file at the applicable billing interval until the subscription is canceled. The recurring amount and billing interval will be disclosed when Client enrolls. Client is responsible for maintaining a valid payment method. Core Directive may retry failed payments. Recurring Services continue until canceled in accordance with these Terms.
12. Price Changes
Core Directive may change recurring service prices. Unless a different period is required by law or contract, Core Directive will provide reasonable advance notice before a price increase applies to an existing subscription. A price change will not retroactively increase amounts already paid. Continued use of Services after a properly disclosed price change becomes effective constitutes acceptance of the new price.
13. Third-Party Costs
Third-party products and services are generally not included in Core Directive's fees unless expressly stated. Examples include: Domain registration, Google Workspace, Microsoft 365, Stripe, Square, Shopify, Fourthwall, Advertising platforms, Premium APIs, Premium plugins, Email providers, SMS providers, Cloud storage, Database services, Third-party software, AI API usage.
Client is responsible for third-party charges associated with Client's business. Core Directive may facilitate setup but does not control third-party pricing.
14. Taxes
Client is responsible for taxes, duties, levies, or governmental charges applicable to Client's business, transactions, products, or Services except taxes imposed directly on Core Directive's net income. Core Directive does not provide tax advice.
15. Failed Payments and Late Accounts
If payment fails or becomes overdue, Core Directive may: Suspend Services, Disable administrative access, Suspend change requests, Pause development, Suspend hosting where legally and technically permissible, Disable nonessential integrations, Refuse additional work, Require payment before work resumes, Terminate the account after reasonable notice.
Suspension does not eliminate Client's obligation to pay amounts already owed. Client may also be responsible for reasonable collection costs permitted by law.
16. Chargebacks and Payment Disputes
Client should contact Core Directive before initiating a payment dispute so the parties have an opportunity to resolve the issue. Nothing in these Terms eliminates any lawful rights Client may have with its bank or payment provider. However, initiating a chargeback does not automatically terminate Client's contractual payment obligations. Core Directive may suspend Services while a chargeback or payment dispute is pending. If a chargeback is reversed in Core Directive's favor, Client remains responsible for the applicable invoice and any reasonable fees actually incurred by Core Directive as a direct result of the improper dispute, to the extent permitted by law.
17. Cancellation
Unless an Order Form establishes a minimum commitment, Client may cancel a recurring monthly plan before the next billing date. Cancellation prevents future renewal charges but does not ordinarily create a refund for a billing period that has already begun.
Services will generally remain active through the end of the paid billing period. When that period ends, Core Directive will stop hosting and operating the Client website, the website will be taken offline, and Client access to the website provided under the subscription will end.
Services may end before the close of the paid billing period if: Client requests immediate termination, The account is suspended, Continued operation creates security or legal risk, The parties agree otherwise.
Client should retain confirmation of cancellation.
18. Refunds
Except where required by law or expressly stated in writing:
- Setup fees and completed development work are non-refundable.
- Recurring subscription fees already charged are non-refundable and are not prorated for partial billing periods.
- Third-party charges are subject to the third party's refund policy.
If Core Directive terminates a prepaid Service without cause before providing the corresponding prepaid Service, Core Directive may refund the unused portion of the applicable prepaid fee.
19. Termination by Core Directive
Core Directive may terminate or suspend Services if Client: Fails to pay amounts owed, Materially breaches these Terms, Uses Services unlawfully, Uses Services to harm others, Attempts unauthorized access to systems, Creates a material cybersecurity risk, Uses Core Directive resources for fraud or deception, Repeatedly abuses support personnel, Requests unlawful work, Violates applicable third-party platform rules, Infringes intellectual property rights, Creates material risk to Core Directive or its infrastructure.
Where commercially reasonable, Core Directive may provide an opportunity to cure a breach before termination. Core Directive may immediately suspend Services when necessary to address security, legal, infrastructure, or fraud risks.
20. Effect of Termination
After termination:
- Client's right to use Services and access the website provided under a subscription ends.
- Outstanding amounts become immediately due.
- Core Directive will discontinue hosting and operation of the website and take it offline. Core Directive may also discontinue maintenance, integrations, automation, monitoring, support, or administrative services.
- Client will not receive continued access to, a transfer of, or a copy of the website after termination unless a signed Order Form expressly states otherwise.
Core Directive is not required to provide: Proprietary Core Directive software, Internal tools, Development methods, Proprietary templates, Internal prompts, Internal documentation, Developer credentials, Platform credentials belonging to Core Directive, The hosted website or source code that was not expressly included in Client's purchase, Third-party licensed materials that cannot legally be transferred.
After the retention period, Core Directive may delete Client data and project files except information retained for legitimate legal, accounting, security, or backup purposes.
21. Ownership of Client Content
Client retains ownership of materials Client provides to Core Directive, including Client's: Logos, Trademarks, Photographs, Videos, Original written content, Product information, Customer information, Proprietary business information.
Client grants Core Directive a non-exclusive license to use, copy, modify, host, display, transmit, and process those materials as reasonably necessary to provide the Services. That license ends when no longer reasonably necessary to provide the Services or satisfy legal obligations.
22. Ownership of Websites and Development Work
Website ownership depends upon the applicable Order Form or SOW.
Unless the Order Form expressly states that source-code ownership is transferred to Client, Core Directive's default service is a managed digital service.
Client owns Client Content but does not automatically acquire ownership of Core Directive's underlying: Source code, Frameworks, Templates, Libraries, Components, Deployment architecture, Internal software, Automation systems, Development utilities, Reusable modules, Proprietary systems, Workflows, Know-how, Processes.
Core Directive retains all rights to materials created before the Client engagement or developed for general reuse.
If an Order Form expressly provides for transfer of a custom deliverable, ownership of that specifically identified deliverable transfers only after Core Directive receives full payment.
Third-party components remain subject to their respective licenses.
Nothing prevents Core Directive from using general knowledge, concepts, skills, techniques, or reusable code developed during the performance of Services, provided Core Directive does not improperly disclose Client Confidential Information.
23. License During Managed Service
Where Core Directive retains ownership of the managed website platform or underlying code, Client receives a limited, non-exclusive, non-transferable license to use the website for Client's business while Client maintains an active account in good standing. This license ends when the managed Service ends unless otherwise stated in writing.
24. Client Representations Regarding Content
Client represents and warrants that Client has all necessary rights and permissions to use materials supplied to Core Directive.
Client must not provide content that: Infringes copyrights, Infringes trademarks, Violates privacy rights, Violates publicity rights, Is defamatory, Is unlawfully obtained, Contains unauthorized personal information, Violates applicable law.
Core Directive is entitled to reasonably rely upon Client's representation that Client is authorized to use supplied materials. Core Directive may remove or refuse content that presents a reasonable legal or infringement concern.
25. Copyright and Intellectual Property Claims
If Core Directive receives a credible intellectual property complaint relating to Client Content or a Client website, Core Directive may temporarily remove, disable, or restrict access to the disputed material while the issue is investigated. Client is responsible for resolving claims relating to materials supplied, directed, selected, uploaded, or sold by Client.
26. Stock Assets, Fonts, Plugins, and Licensed Content
Some projects may use third-party fonts, stock photography, icons, software, plugins, themes, libraries, APIs, or other licensed materials. Such materials remain subject to their original licenses. Client is responsible for maintaining any license that must remain active after completion of Core Directive's Services unless Core Directive expressly agrees otherwise.
27. AI-Assisted Tools
Core Directive may use artificial intelligence, automation, code-generation tools, design tools, analytics tools, or other automated technologies to assist in performing Services. Such tools may assist with coding, troubleshooting, design, content generation, analysis, automation, or related tasks. Core Directive will use commercially reasonable judgment when incorporating such output but does not guarantee that automatically generated material will be error-free, unique, or appropriate for every legal or commercial use. Client remains responsible for reviewing and approving public-facing content before publication. Client should not provide highly sensitive or regulated information for use with AI systems unless Core Directive has expressly approved the applicable workflow in writing.
28. Third-Party Platforms
Core Directive relies on third-party infrastructure and services. These may include hosting providers, cloud providers, payment processors, domain registrars, database providers, email providers, analytics providers, advertising platforms, API providers, social media companies, and software vendors. Core Directive does not control these third parties.
Core Directive is not responsible for: Third-party outages, Account suspensions, API changes, Pricing changes, Policy changes, Platform discontinuation, Data loss caused by a third party, Third-party cybersecurity incidents, Third-party approval decisions, Account verification requirements, Third-party processing delays.
Core Directive may modify an implementation when a third-party change makes the original implementation impractical or impossible.
29. Domain Names
Client is responsible for maintaining ownership and renewal of Client's domain names unless Core Directive expressly agrees to manage them. Core Directive strongly encourages domains to remain registered in an account ultimately controlled by Client. Client is responsible for keeping registration and payment information current. Core Directive is not responsible for domain expiration, loss, auction, suspension, transfer delay, or registrar action resulting from Client's failure to maintain payment, ownership, contact information, or required verification.
30. Payment Processors and E-Commerce
If Core Directive integrates Stripe, Square, PayPal, Shopify, or another payment processor, the payment processor operates independently from Core Directive. Unless expressly agreed otherwise, Core Directive is not the merchant of record for Client's sales.
Client is solely responsible for Client's: Products, Services, Pricing, Refunds, Returns, Shipping, Fulfillment, Taxes, Customer disputes, Chargebacks, Product safety, Product legality, Sales practices, Required disclosures.
Client must comply with the payment processor's terms. Core Directive does not guarantee approval by any payment processor or financial institution.
31. Payment Card Information
Unless expressly agreed through an appropriately secured system, Client must not transmit full payment card information to Core Directive through ordinary email, chat, change requests, or other unsecured channels. Core Directive will generally use third-party payment processors so that payment credentials can be handled by systems designed for that purpose.
32. Email and SMS Communications
When Core Directive builds email or SMS functionality for Client, Client is responsible for ensuring that Client has the legally required permission to contact recipients.
Client is responsible for: Recipient consent, Mailing lists, Opt-in procedures, Opt-out requests, Marketing claims, Required disclosures, Message frequency, Compliance with applicable communication and privacy laws.
Core Directive provides technical implementation and does not independently verify the legality of Client's contact list or marketing campaign unless expressly contracted to do so.
33. Privacy and Personal Data
Client is responsible for determining the privacy laws and regulations applicable to Client's business and website.
Client is responsible for providing legally appropriate: Privacy notices, Cookie disclosures, Consent mechanisms, Terms of sale, Industry-specific disclosures, Data collection notices, Customer rights procedures.
Core Directive may assist with technical implementation but does not provide legal advice or guarantee that Client's policies satisfy every law or jurisdiction.
If Client requires a specific Data Processing Agreement, Business Associate Agreement, or similar compliance agreement, it must be separately agreed to in writing.
34. Regulated and Sensitive Information
Unless Core Directive expressly agrees in a separate written agreement, Services are not intended to store or process highly regulated data such as: Protected health information subject to HIPAA, Full payment card data, Social Security numbers, Highly sensitive financial records, Government-classified information, Data subject to specialized security requirements.
Client must notify Core Directive before requesting any workflow involving regulated or unusually sensitive information. Core Directive may refuse such projects or require additional contractual, security, and pricing arrangements.
35. Website Accessibility
Core Directive may implement accessibility-oriented development practices when included within the project scope. However, website accessibility depends on numerous factors, including Client Content, ongoing Client changes, third-party software, media, plugins, and evolving legal requirements. Core Directive does not provide legal advice and does not warrant or guarantee that a website complies with the Americans with Disabilities Act, WCAG, Section 508, or every accessibility requirement applicable to Client. Client is responsible for determining Client's legal accessibility obligations. If Client requests specific accessibility testing, remediation, or conformance services, those Services must be identified in the applicable scope.
36. Security
Core Directive may implement commercially reasonable security measures appropriate to the Services purchased. However, no website, server, network, application, database, or internet-based system can be guaranteed to be completely secure.
Core Directive does not guarantee that Services will be immune from: Malware, Ransomware, Unauthorized access, Credential theft, Zero-day vulnerabilities, Distributed denial-of-service attacks, Third-party breaches, Software vulnerabilities, Social engineering, User error.
Client is responsible for protecting Client-controlled credentials and promptly notifying Core Directive of suspected unauthorized access.
37. Credentials and Account Security
Client must protect usernames, passwords, API keys, recovery codes, authentication devices, and other account credentials. Client should use multi-factor authentication when available. Core Directive is not responsible for unauthorized activity resulting from credentials compromised through Client's personnel, devices, systems, or failure to maintain reasonable account security. Client must promptly notify Core Directive if credentials provided to Core Directive are revoked, compromised, or changed.
38. Backups and Data Loss
Core Directive may maintain backups as part of certain Services, but backup availability is not guaranteed unless expressly stated in a written Service agreement. Client should maintain independent copies of business-critical content and data. To the fullest extent permitted by law, Core Directive is not responsible for data loss resulting from third-party infrastructure failure, malicious attacks, Client action, third-party software, or circumstances outside Core Directive's reasonable control.
39. Website Availability
Core Directive does not guarantee uninterrupted or 100% website uptime. Services may become unavailable because of: Maintenance, Hosting provider failures, Internet failures, Software updates, DNS problems, Third-party services, Security incidents, Cyberattacks, Government action, Force majeure events.
Unless a separate Service Level Agreement expressly provides otherwise, downtime does not automatically entitle Client to a refund, credit, or damages.
40. Software Updates and Compatibility
Web technology changes continuously. Browsers, operating systems, APIs, plugins, libraries, payment processors, and other technology may change after a website is completed. Future compatibility work is not included unless covered by Client's active maintenance plan or separately purchased.
41. Search Engine Optimization
Core Directive may provide SEO-related services, recommendations, or technical optimization. Core Directive does not guarantee: Any specific Google ranking, First-page placement, Increased traffic, Lead volume, Revenue, Search engine indexing, Continued rankings.
Search engines control their own algorithms and rankings.
42. Advertising Services
If Core Directive assists with advertising, Core Directive does not guarantee: Advertising approval, Cost per click, Number of leads, Conversion rate, Revenue, Profitability, Return on advertising spend, Account suspension avoidance.
Client remains responsible for advertising claims, budgets, products, services, and compliance applicable to Client's industry. Advertising spend paid to third-party platforms is separate from Core Directive's management fees unless expressly stated.
43. Business Results
Core Directive does not guarantee that a website, automation, marketing campaign, SEO strategy, or other Service will increase Client's: Sales, Revenue, Customers, Leads, Profit, Market share, Search rankings, Business valuation.
Business results depend on numerous factors outside Core Directive's control.
44. Automations
Automated workflows can fail because of software changes, API failures, expired authentication, incomplete data, third-party outages, configuration changes, or other technical events. Client is responsible for maintaining appropriate human oversight for business-critical automations. Core Directive is not responsible for Client's failure to independently verify critical transactions, orders, messages, appointments, payments, or other automated events.
45. User-Generated Content
If a Client website allows customers or other users to submit content, Client is responsible for moderation and operation of that feature.
Client is responsible for determining appropriate: User terms, Moderation procedures, Privacy disclosures, Copyright procedures, Content restrictions, Age restrictions, Removal procedures.
Core Directive is not responsible for content submitted by Client's users unless Core Directive expressly assumes moderation responsibilities in writing.
46. Client's Business
Core Directive builds and manages technology. Core Directive does not operate Client's underlying business. Client remains solely responsible for the legality, quality, safety, delivery, advertising, pricing, customer service, and operation of Client's products and services.
47. Professional Advice Disclaimer
Core Directive is not a law firm, accounting firm, financial adviser, medical provider, tax adviser, insurance provider, or compliance firm. Information, templates, website features, automations, or other Services provided by Core Directive should not be treated as professional legal, tax, medical, financial, or regulatory advice. Client should retain appropriate professionals when specialized advice is required.
48. Confidentiality
Each party may receive non-public information belonging to the other party. The receiving party will use commercially reasonable measures to protect confidential information and will use it only as reasonably necessary to perform or receive Services.
Confidential Information does not include information that: Is publicly available without breach, Was already lawfully known by the receiving party, Is independently developed without use of the confidential information, Is lawfully obtained from another source, Must be disclosed pursuant to law or valid legal process.
Nothing prevents Core Directive from using general skills, experience, methods, and know-how that do not reveal Client's Confidential Information.
49. Portfolio Rights
Unless Client requests otherwise in writing, Core Directive may identify Client as a customer and display publicly available portions of completed work in Core Directive's: Portfolio, Website, Social media, Proposals, Case studies, Advertising, Marketing materials.
Core Directive will not intentionally disclose Client Confidential Information through such use. Client may request that future portfolio use stop.
50. Prohibited Use
Client may not use Core Directive Services to knowingly facilitate: Fraud, Phishing, Malware, Unauthorized computer access, Illegal gambling, Illegal controlled substance sales, Intellectual property theft, Human trafficking, Unlawful discrimination, Illegal financial schemes, Deceptive impersonation, Distribution of unlawful material, Any activity prohibited by applicable law.
Core Directive may refuse or terminate work involving prohibited activities.
51. Third-Party Terms
Client agrees that third-party products integrated into a website remain governed by their own terms, policies, licenses, and restrictions. Client is responsible for complying with applicable third-party agreements. Core Directive cannot waive or modify another company's terms.
52. No Exclusive Relationship
Unless expressly stated in writing, Core Directive may provide similar services to other businesses, including businesses operating within the same industry as Client. Nothing in these Terms creates an exclusive relationship.
53. Independent Contractor
Core Directive is an independent contractor. Nothing in these Terms creates an: Employment relationship, Partnership, Joint venture, Franchise, Fiduciary relationship, Agency relationship.
Neither party has authority to bind the other except as expressly authorized.
54. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CORE DIRECTIVE DISCLAIMS ALL WARRANTIES NOT EXPRESSLY PROVIDED IN A SIGNED WRITTEN AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OPERATION, TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED. CORE DIRECTIVE DOES NOT WARRANT THAT SERVICES WILL BE COMPLETELY ERROR-FREE, SECURE, UNINTERRUPTED, OR COMPATIBLE WITH EVERY FUTURE TECHNOLOGY.
Nothing in this section excludes a warranty that cannot legally be excluded.
55. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORE DIRECTIVE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST GOODWILL, LOST DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CORE DIRECTIVE'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO A PARTICULAR SERVICE, PROJECT, OR CLAIM WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO CORE DIRECTIVE FOR THE AFFECTED SERVICE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
For a one-time project with no recurring fees during that period, the applicable cap will not exceed the amount actually paid to Core Directive for the specific project giving rise to the claim.
These limitations apply regardless of the legal theory asserted, including contract, tort, negligence, or otherwise, except to the extent such liability cannot legally be limited.
56. Client Indemnification
To the maximum extent permitted by law, Client agrees to defend, indemnify, and hold harmless Core Directive LLC and its members, officers, employees, contractors, agents, and affiliates from third-party claims, liabilities, losses, judgments, penalties, damages, and reasonable legal expenses arising from or related to: Client Content, Client's products or services, Client's business operations, Client's customers, Client's violation of law, Client's infringement of third-party rights, Client's misuse of the Services, Client's marketing claims, Client's privacy practices, Client's collection or use of personal information, Client's email or SMS campaigns, Client's products or fulfillment, Client's taxes, Client's instructions to Core Directive, Client's violation of third-party platform terms.
This obligation will not apply to the extent a claim is finally determined to have resulted directly from Core Directive's conduct for which indemnification cannot lawfully be shifted to Client.
57. Duty to Mitigate
Each party agrees to take commercially reasonable steps to reduce or prevent avoidable damages after becoming aware of a problem. Client must promptly notify Core Directive of material technical problems rather than knowingly allowing avoidable damage to continue.
58. Force Majeure
Core Directive will not be liable for delay or failure caused by circumstances reasonably beyond its control, including: Natural disasters, Hurricanes, Floods, Fires, Severe weather, War, Terrorism, Civil unrest, Government action, Labor disruptions, Internet outages, Utility outages, Cloud infrastructure failures, Widespread cyberattacks, Third-party service failures, Public health emergencies, Other comparable events beyond Core Directive's reasonable control.
Performance deadlines will be extended as reasonably necessary under the circumstances.
59. Dispute Notice
Before commencing arbitration or litigation, the complaining party must provide written notice describing the dispute and requested resolution. The parties agree to attempt in good faith to resolve the dispute informally for at least 30 days after receipt of the notice. Either party may seek emergency injunctive relief where waiting would reasonably cause irreparable harm.
60. Binding Arbitration
Please read this section carefully. It affects legal rights.
Except for qualifying small-claims matters and requests for emergency injunctive relief involving intellectual property, security, confidentiality, or unauthorized system access, disputes arising from or relating to these Terms or the Services shall be resolved through binding individual arbitration rather than a jury trial.
Unless the parties agree otherwise, arbitration will take place in or reasonably near Santa Rosa County, Florida. The arbitration will be conducted by a recognized arbitration provider under the rules applicable to the dispute.
The Federal Arbitration Act will govern the interpretation and enforcement of this arbitration provision where applicable. The arbitrator may award any remedy available under applicable law but must enforce valid contractual limitations contained in these Terms.
61. Class Action Waiver
TO THE EXTENT PERMITTED BY LAW, CLIENT AND CORE DIRECTIVE AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.
Neither party may pursue a claim as a plaintiff or class member in a class action, collective action, representative action, or consolidated proceeding except where applicable law does not permit such a waiver.
If this class-action waiver is found unenforceable as to a particular claim, that claim will proceed in the court having jurisdiction rather than through class arbitration.
62. Jury Trial Waiver
To the extent a dispute is permitted to proceed in court and applicable law permits such a waiver, both parties knowingly and voluntarily waive trial by jury.
63. Governing Law
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules, except where federal law governs. For disputes that are not subject to arbitration, the parties consent to jurisdiction in an appropriate state court serving Santa Rosa County, Florida, or an appropriate federal court having jurisdiction over that area.
64. Electronic Communications
Client agrees that Core Directive may provide contractual communications electronically, including through: Email, Client portal, Electronic invoice, Website notification, Electronic signature platform.
Client is responsible for keeping contact information current.
65. Electronic Acceptance
Client agrees that electronic acceptance of these Terms has the same effect as a physical signature to the extent permitted by applicable law.
Records showing Client's electronic signature, checkbox acceptance, purchase, payment, account creation, IP address, timestamp, and order submission may be retained as evidence of acceptance and transaction history where lawful.
66. Notices
Contractual notices to Client may be sent to the most recent email address associated with Client's account. Legal notices to Core Directive should be sent using the contact method designated on coredirective.net or another written notice address provided by Core Directive. A party is responsible for updating its contact information.
67. Assignment
Client may not assign or transfer its agreement with Core Directive without Core Directive's written consent, except as part of a bona fide sale or reorganization of substantially all of Client's relevant business assets, subject to applicable law and outstanding payment obligations. Core Directive may assign these Terms as part of a merger, acquisition, corporate reorganization, sale of business assets, or transfer to an affiliated entity.
68. Waiver
Failure to enforce a provision of these Terms on one occasion does not waive the right to enforce that provision later.
69. Severability
If any portion of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law. An invalid provision should be interpreted or modified only to the minimum extent necessary to make it enforceable while preserving its intended purpose where permitted.
70. Survival
Provisions that by their nature should survive termination will remain effective, including provisions concerning: Payment obligations, Intellectual property, Confidentiality, Disclaimers, Indemnification, Limitation of liability, Dispute resolution, Governing law, Data retention.
71. Changes to These Terms
Core Directive may update these Terms as its Services, technology, or legal obligations evolve. Material changes applicable to existing recurring Clients will be communicated through a reasonable method. Changes will apply prospectively from their stated effective date. Changes to dispute-resolution provisions will not retroactively alter the treatment of a dispute that arose before the Client received notice of the change unless both parties expressly agree.
72. Entire Agreement
These Terms together with the applicable Order Form, SOW, proposal, invoice terms, and any signed amendments constitute the agreement between Core Directive and Client concerning the applicable Services. They supersede prior oral discussions or representations concerning the same subject matter. Client acknowledges that Client has not relied on any promise or guarantee that is not contained in the applicable written agreement.
73. Contact
Questions regarding these Terms may be submitted through the contact information published at coredirective.net.
Acceptance
By electronically accepting these Terms, purchasing Services, signing an Order Form referencing these Terms, or authorizing Core Directive to begin Services, Client confirms that:
- Client has read and understands these Terms.
- Client has authority to enter into this agreement.
- Client agrees to the applicable pricing and recurring billing terms.
- Client understands the applicable cancellation policy.
- Client understands that Core Directive does not guarantee business, SEO, advertising, or revenue results.
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