Terms & Conditions

Last updated: April 24, 2025

1. Definitions

“Corepass” or “Company” means Corepass, Inc., a software development company focused on delivering an integrated origination platform for lenders.
“Service” or “Platform” refers to the Corepass online software-as-a-service platform, including all features, modules, APIs, and associated services provided by Corepass.
“User,” “You,” or “Customer” means any individual or legal entity that creates an account or uses the Service under these Terms.
“Authorized User” means any person who is authorized by a Customer to access the Service using that Customer’s credentials.
“Account” means a unique account created for You to access the Service.
“Subscription Plan” means the level of Service (e.g., Basic, Pro, Enterprise) and associated features, limits, and pricing chosen by the Customer.
“Fees” means the subscription fees and other charges payable by You to access and use the Service, as described in the Order Form or as listed on the Corepass website.
“Order Form” means any order, subscription agreement, or online sign-up process in which You subscribe to the Service, detailing the Subscription Plan and applicable Fees.
“Documentation” means any user guides, help text, or other materials provided by Corepass to describe the Service.
“User Content” or “Customer Data” means all electronic data, text, graphics, or other content that You or Your Authorized Users upload, store, or transmit through the Service.
“Privacy Policy” means the Corepass Privacy Policy (available on the Corepass website), which is incorporated into these Terms by reference and governs Corepass’s use of Your personal data.
“Agreement” means these Terms and Conditions (including any exhibits, addenda, or Order Forms) that form the entire agreement between You and Corepass regarding the Service.
“Effective Date” means the date on which You first accept this Agreement or begin using the Service, whichever is earlier.

2. Acceptance of Terms

By creating an Account or otherwise accessing or using the Service, You agree to be bound by these Terms and Conditions and by the Privacy Policy. If You do not agree to these Terms, do not create an Account or use the Service. These Terms constitute the entire legal agreement between You and Corepass and govern Your use of the Service, superseding any prior agreements or representations.

If You are accepting these Terms on behalf of a business or other entity, You represent that You have the authority to bind that entity to these Terms. You also represent that You are of legal age to form a binding contract and meet all eligibility requirements described in Section 3 below.

3. Eligibility and Account Registration

You must be at least 18 years old or the age of majority in Your jurisdiction to use the Service.
If You are registering on behalf of an organization or company, You represent that You have the authority to bind that organization to this Agreement.
To access the Service, You must register for an Account. You agree to provide accurate, current, and complete information during registration and to update this information as necessary.
You are responsible for safeguarding Your Account credentials. You agree to keep Your username, password, and other login information confidential and not to share it with unauthorized individuals.
You agree to notify Corepass immediately if You suspect any unauthorized use of Your Account or any other security breach related to the Service.
You are responsible for all activities that occur under Your Account or Authorized Users’ accounts. You agree not to allow others to use Your Account and to comply with all applicable laws and regulations in connection with Your use of the Service.

4. Subscription Plans and Payment Terms

Corepass offers multiple Subscription Plans with different features and pricing. Descriptions of each plan and the associated Fees are provided on the Corepass website or in any applicable Order Form.
By selecting a Subscription Plan and submitting Your order, You agree to pay the applicable Fees for that plan. Subscription fees will be billed in advance on a monthly or annual basis, depending on the billing cycle You select.
Payment is due upon registration and at the start of each renewal term. You authorize Corepass to charge Your chosen payment method (e.g., credit card) for all Fees and applicable taxes. If payment is not received by the due date, Corepass may suspend or terminate Your access to the Service.
Fees are non-refundable, except as required by law or as expressly provided in these Terms. You are responsible for all taxes associated with the Service, excluding taxes based on Corepass’s net income.
If You upgrade or downgrade Your Subscription Plan, Corepass will apply pro-rata charges or refunds on a reasonable basis. Downgrading a plan may restrict access to certain features or data.
Free Trials: If Corepass offers a free trial or promotional access, such trial period will automatically convert to a paid subscription at the end of the trial unless You cancel before the trial expires. Corepass may terminate or modify free trials at any time in its discretion.
Price Changes: Corepass reserves the right to change the pricing of its Subscription Plans. Corepass will provide notice of any price increase before it takes effect. Continued use of the Service after the price change constitutes Your acceptance of the new Fees.

5. Use Restrictions

You agree that You will not, and will not allow any Authorized User to:

Use the Service in any manner that violates any applicable law, regulation, or third-party right.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Service.
Interfere with, disrupt, or overload the Service or its infrastructure (for example, through denial-of-service attacks or excessive automated requests beyond the limits of the Corepass API).
Introduce malicious code or material (e.g., viruses, malware, or other harmful software) into the Service or any Corepass system.
Use the Service to store or transmit infringing, libelous, defamatory, or otherwise unlawful content.
Use the Service to store or process sensitive personal information (such as Social Security numbers, credit card numbers, or medical data) beyond what is necessary for identity verification in accordance with Corepass’s policies and applicable law.
Use the Service to send spam, unsolicited communications, or phishing messages.
Copy, distribute, or disclose any portion of the Service or any content (other than Your User Content) except as expressly authorized by Corepass in writing.
Sell, resell, sublicense, or otherwise distribute access to the Service, unless You have executed a separate reseller or partnership agreement with Corepass.
Create Internet “links” to the Service or “frame,” “mirror,” or otherwise incorporate the Service or any portion of it into any other site or application without Corepass’s prior written consent.

6. Intellectual Property Rights

All rights, title, and interest in and to the Service (including software, interfaces, design, text, graphics, and other content, excluding User Content) are owned by Corepass or its licensors and are protected by copyright, patent, trademark, and other intellectual property laws. The Service is licensed, not sold, to You.
Subject to Your compliance with these Terms, Corepass grants You a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Service and any accompanying software provided by Corepass, solely for Your internal business or personal purposes.
You will not remove or obscure any copyright, trademark, or other proprietary notices on the Service or on any copies thereof. The Corepass name, logo, and all related names, logos, and slogans are trademarks of Corepass or its licensors. You may not use Corepass trademarks without Corepass’s prior written consent.
Reservation of Rights: Except for the rights explicitly granted in these Terms, Corepass and its licensors reserve all intellectual property rights in and to the Service.

7. User Content and Data

You retain all right, title, and interest in the User Content that You upload, store, or transmit through the Service. Corepass does not claim ownership of Your User Content.
By using the Service, You grant Corepass a worldwide, non-exclusive, royalty-free license to use, copy, transmit, and store Your User Content solely to the extent necessary to operate and provide the Service, and to improve or customize the Service.
You represent and warrant that You have all necessary rights, licenses, and permissions to submit Your User Content to the Service, and that Your User Content complies with all applicable laws. You are solely responsible for Your User Content and for the consequences of uploading or sharing it.
Corepass does not endorse or verify User Content. However, Corepass reserves the right to remove, block, or refuse to display or delete any User Content that it believes violates these Terms or any applicable law.
Corepass will use commercially reasonable efforts to protect Your User Content from loss or unauthorized access, but Corepass is not liable for any loss or disclosure of User Content except as expressly provided in these Terms.
Data Retention: Upon termination or expiration of Your subscription, Corepass may delete or disable all User Content associated with Your Account after a reasonable period. You agree that Corepass shall not be liable for any loss of User Content following such deletion.

8. Privacy and Security

Corepass is committed to protecting the privacy and security of Your personal data. Our collection and use of personal data are governed by the Privacy Policy, which is incorporated into these Terms. Please review the Privacy Policy for details on how we collect, use, and store personal data.
Corepass will maintain reasonable administrative, physical, and technical safeguards designed to protect the security of Your data. These measures are intended to provide a level of security appropriate to the risk of processing Your data.
You acknowledge that no data transmission or storage system can be guaranteed to be 100% secure. Corepass cannot warrant that Your User Content or personal data will be completely secure. Corepass does not control or guarantee the security of data transmitted through third-party networks.
Corepass will notify You in accordance with applicable law if it becomes aware of a security breach that may affect Your User Content or personal data.
You are responsible for maintaining the confidentiality of Your Account credentials and for any actions taken under Your Account. You should implement reasonable security measures on Your end (such as strong passwords and secure devices) to protect Your data.

9. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COREPASS AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
COREPASS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. COREPASS MAKES NO GUARANTEES REGARDING THE AVAILABILITY OR PERFORMANCE OF THE SERVICE. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
COREPASS DOES NOT GUARANTEE THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT ANY OUTPUT FROM THE SERVICE WILL BE ACCURATE, COMPLETE, OR TIMELY.
ANY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES (INCLUDING THIRD-PARTY APIS, INTEGRATIONS, OR RESOURCES AVAILABLE THROUGH THE SERVICE) ARE PROVIDED ON AN “AS IS” BASIS. COREPASS HAS NO CONTROL OVER SUCH THIRD-PARTY CONTENT AND DISCLAIMS ANY LIABILITY RELATED TO THIRD-PARTY PRODUCTS OR SERVICES.
NO ADVICE OR INFORMATION PROVIDED BY COREPASS OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COREPASS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF COREPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL COREPASS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE AMOUNTS YOU PAID TO COREPASS FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, IF YOU HAVE NOT PAID ANY FEES, ONE HUNDRED DOLLARS (US$100)).
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY EXCLUSIVE REMEDY PROVIDED IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS SHALL LIMIT COREPASS’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

11. Indemnification

Your Indemnity: You agree to defend, indemnify, and hold harmless Corepass and its officers, directors, employees, agents, and affiliates (the “Corepass Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Your use of the Service; (ii) Your breach of these Terms; (iii) any User Content You upload, store, or transmit through the Service; or (iv) Your negligence or willful misconduct.
Corepass Indemnity: Corepass will defend You against any claim brought by a third party alleging that the unmodified Service (excluding any content or third-party integrations provided or modified by You) infringes such third party’s United States patent or copyright, and will pay any damages finally awarded against You by a court (or any settlement approved by Corepass) resulting from such claim; provided that You (i) promptly notify Corepass in writing of the claim; (ii) give Corepass sole control of the defense and settlement of the claim; and (iii) provide Corepass with all reasonably requested assistance. The foregoing states Corepass’s entire liability and Your exclusive remedy with respect to such infringement claims.
Survival: The indemnification obligations set forth in this Section 11 will survive the termination or expiration of this Agreement.

12. Termination and Suspension

Termination by You: You may cancel Your subscription at any time by providing notice to Corepass (for example, via the account portal or customer support). Upon cancellation, Your access to the Service will continue until the end of the current paid term. All Fees are non-refundable unless otherwise required by law.
Termination by Corepass: Corepass may suspend or terminate Your access to the Service, or any portion thereof, immediately and without notice if: (a) You breach any provision of these Terms; (b) You fail to pay any Fees when due; (c) Corepass is required to do so by law or a governmental authority; or (d) Corepass determines that Your actions may cause legal liability for You, other users, or Corepass.
Effects of Termination: Upon termination or expiration of this Agreement: (i) Your right to access and use the Service will immediately cease; (ii) You must cease all use of the Service; (iii) Corepass may delete or disable Your Account and all associated User Content; and (iv) any of Corepass’s confidentiality and privacy obligations with respect to Your data will survive only as required by law.
Survival: Sections 6 (Intellectual Property Rights), 7 (User Content and Data), 8 (Privacy and Security), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and any other provisions that by their nature should survive, will remain in effect after termination or expiration of this Agreement.

13. Governing Law and Dispute Resolution

These Terms and any disputes arising out of or related to them will be governed by the laws of the State of California, without regard to its conflict of laws provisions. You and Corepass agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco County, California, to resolve any dispute or claim arising under these Terms; provided that Corepass may bring claims against You in Your local jurisdiction for enforcement of its rights.

14. Amendments to Terms

Corepass may modify these Terms at any time by posting amended terms on the Corepass website or by sending You notice (for example, via email or a notification in the Service). If the changes are material, Corepass will notify You before they become effective. Your continued use of the Service after any such changes take effect will constitute Your acceptance of the updated Terms. If You do not agree to the new Terms, You should stop using the Service.