Terms and Conditions

Last Revised: June 30, 2020

This Terms and Conditions of Service Agreement (“Agreement” or “Terms”) is a binding legal agreement between you and Evertio, Inc., a Delaware corporation with its principal office at 20283 Santa Maria Ave # 2132, Castro Valley, CA 94546. Your use of Evertio’s website (“Website”) or the subscription service offerings, application, platform, software and/or related functions, or other services (including our Custom Services, as defined below) offered on the Website, Evertio’s platform, or other medium by Evertio, Inc. (each, a “Service Offering, and collectively, “Service Offerings”) is subject to this Agreement . Both Website and Service Offerings may be referred to collectively as “Services.”

 

The terms “Evertio,” “Company,” “we,” “us,” or “our” refer to Evertio, Inc. The terms “you,” “your,” “customer,” and “user” shall mean you, users of our Services, and any entity or person you represent. Hereinafter, both you and Evertio may be referred to collectively as the “Parties” or each as a “Party.”

THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES. BY CLICKING AN “I AGREE” BUTTON, A “SIGN UP” BUTTON, OR A “FREE TRIAL” BUTTON, BY CHECKING BOX LABELED WITH TERMS OF ACCEPTANCE, AND/OR BY ACCESSING OR USING OUR SERVICES OR ACCEPTING OUR PROPOSAL FOR CUSTOM SERVICES, YOU ARE CONFIRMING YOUR UNDERSTANDING AND ACCEPTANCE OF THE AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT (1) YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT, WHETHER FOR YOURSELF OR ON BEHALF OF ANOTHER PERSON OR ENTITY THAT YOU REPRESENT; (2) YOU HAVE FULLY READ AND UNDERSTOOD THIS AGREEMENT; AND (3) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU AGREE TO THIS AGREEMENT ON THE OTHER PERSON OR ENTITY’S BEHALF. ANY FUTURE RELEASE, UPDATE, OR OTHER ADDITION TO FUNCTIONALITY OF THE SERVICES SHALL BE SUBJECT TO THIS AGREEMENT. IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OF THOSE FREE SERVICES. YOU MAY NOT ACCESS OR USE OUR SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US OR IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT.

THIS AGREEMENT CONTAINS A MANDATORY CLASS ACTION/JURY TRIAL WAIVER PROVISION AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

This Agreement is effective between you and us as of the date of your accepting this Agreement (“Effective Date”).

1. OUR SERVICES

1.1      Our Services may provide an online software application provided by Evertio as part of its subscription services. The Services may be available as a free trial or as a paid subscription.

1.2     Our Services may include a custom package should you decide to purchase it (“Custom Services”). Custom Services may consist of certain materials not generally offered by the basic subscription services, including, but not limited to, a checklist, a template addressing certain laws or jurisdiction, additional features on the software application, and certain support.

1.2      The Services may be provided from the United States or outside of the United States. You understand that you can access the Services, Site Content (defined below), and User-Generated Content (defined below) from outside of the United States (subject to applicable laws) and that nothing prohibits the processing of information outside of the United States. The laws of other countries may differ regarding the access and use of the Website and the Services. We make no warranties or representations regarding the legality of this Website and the Services in any other country, and it is your responsibility to ensure that your use of this Website and the Services complies with all applicable laws.

2. PRIVACY

By using our Services, you agree to our Privacy Policy and Cookie Policy (collectively, “Privacy Policy”). This Agreement incorporates this Privacy Policy in full and by agreeing to this Agreement, you agree to be bound by the terms of the Privacy Policy that we may collect, store, use, disclose, and share information about you in accordance with the Privacy Policy provisions. This Privacy Policy may be updated from time to time and can be accessed here.

3. CHANGES TO THIS AGREEMENT

We reserve the right to modify this Agreement. We will post the most current version of this Agreement here. If we make material changes to this Agreement, you agree and understand that we will notify you via the Services, by email address associated with your Account (defined below) as described in Section 4 below, or any other means (such as, in the Proposal (defined below).  If you do not accept the changes, you must stop using and cancel your Account by emailing support@evertio.com. Your continued use of our Services after we publish or send a notice about our changes to this Agreement means that you are consenting to the updated terms.

4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

By registering with us or signing up for Services and unless required otherwise by applicable laws and regulations, you understand and agree that we may send you (including via email) information electronically regarding the Services, such as: (a) notices about your use of the Services, including notices of violations of use; (b) updates to the Services and new features; (c) updates to this Agreement and our Privacy Policy; (d) documents, records, information (collectively, “Documents”) and/or invoices and billing statements (collectively, “Bills”); and (e) newsletters as well as promotional and marketing information and materials regarding our Services. Documents and Bills have the same legal effect as paper documents. Please review your settings in your account to control the messages you receive from us or unsubscribe by following the instructions in the message. Notices emailed to you will be considered given and received when the email is sent by us.

5. REGISTRATION

5.1      As a condition to our Services, you may be required to register an account and create a username and password (“Account”). You may not select a username intended to impersonate another person or identity, that is subject to rights of another person or identity, or that is obscene or vulgar. We reserve the right to refuse or cancel registration of any username in our sole discretion. Do not reveal your account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify us at support@evertio.com of any security breach of your Account. We shall not be responsible for any losses arising out of the unauthorized use of your Account. However, you may be held liable for losses incurred by us or any other user of or visitor to any of our Services due to someone else using your Account, password or account.

5.2      You agree to provide accurate and complete information when you register with, and as you use, the Services, and you agree to update your Account and registration information to keep it accurate and complete. You agree that we may store and use the Account and registration information you provide for us in maintaining and billing fees to your Account.

6. LICENSE

6.1      Subject to the terms and conditions in this Agreement, we hereby grant you, and you accept, a nonexclusive, nontransferable, nonsublicensable, and revocable license to access and use the subscription services in accordance with this Agreement (“Subscription License”). The Subscription License is effective until terminated by you or us as further described in Section 7 (Termination) below. As part of its Custom Services, Evertio may offer a different license as provided in the applicable Service Offering or the Evertio proposal. Except as otherwise provided or modified in the applicable Service Offering or the Evertio proposal accepted by you (“Proposal”) and subject to the terms and conditions in this Agreement, the Service Offering, and/or the Proposal, we hereby grant you, and you accept, upon the effective date of the Service Offering or the Proposal, a nonexclusive, nontransferable, nonsublicensable, and revocable license to use the Services as provided in the applicable Service Offering or the Proposal (“Custom License”). Both Subscription License and Custom License may be referred to collectively as “License.” If any Custom License is provided as a perpetual license, the Agreement or Services may terminate immediately in the event any breach occurs of the terms and conditions provided in this Agreement.

6.2      The rights granted to you in this Agreement are subject to the following restrictions:

6.2.1. This Subscription License allows only a single user (you) to access and use the Services on a single device, whether a computer or a mobile device, at a time. This Subscription License does not allow the Services to be accessed over a network where it could be accessed or used by multiple computers at the same time.

 

6.2.2. You shall not license, sublicense, sell, rent, lease, lend, assign, distribute, or otherwise redistribute the Services or any written and visual content displayed or used on the Website or Services including all text, graphics, design, user interfaces, sound, image, video, artwork, features, and computer code, and other matters related to the Website and Services content (“Site Content”), whether in whole or in part. No part of the Services and Site Content may be copied, reproduced, published, hosted, downloaded, displayed, exploited, posted or transmitted in any form or by any means in any unauthorized way whatsoever. If any of these means is authorized by us as part of the Services we offer, this and the method of which it is authorized will be made clear on the Website or the applicable Service Offering or our Proposal and you are only authorized strictly as provided.

Except as otherwise set forth in the applicable Service Offering or the Proposal:

(i) You will not make any Services or Site Content available to anyone other than you, or use any Services or Site Content for the benefit of, anyone other than you or the entity that you represent on its behalf, unless expressly stated otherwise in your online order and expressly agreed by us.

(ii) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services or Site Content;

(iii) You shall not access the Services and Site Content in order to build a similar or competitive website, product, or service using similar ideas, features, functions or graphics of the Services and Site Content; and

(iv) You must comply with our Acceptable Use Policy (defined and described below).

7. TERMINATION

7.1      We can terminate this agreement at any time. You can also terminate at any time. Termination does not alter your liability for payments.

7.2      If you terminate any of Evertio subscription services, your subscription services end at the end of your current services period or payment period, and no refunds for previously paid services will be issued. The Custom Services will terminate as provided in the applicable Service Offering, the Proposal, or as mutually agreed by both parties. If you terminate Custom Services before the Custom Services are completed or delivered, no refunds for previously paid services will be issued.  

7.3      If we terminate your rights under this License due to your failure to comply with any term(s) of this License, your License will terminate automatically without notice from us. Upon termination of the License, you shall cease all use of the Services. We reserve the right to suspend or terminate your access to the Services at any time in our sole discretion. You understand that if your account is suspended or terminated, you may no longer have access to the User-Generated Content that is stored with the Services. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

8. OWNERSHIP

The Services are licensed, not sold. All rights not specifically and expressly granted under this Agreement are reserved by us. You expressly acknowledge that Evertio owns all title, ownership rights, interests, and intellectual property rights in and to the Services and Site Content under the laws of the United States, any other jurisdiction or any treaty. Your License confers no title or ownership in the Services or Site Content and shall not be construed as a sale of any rights in the Services or Site Content. You agree not to do anything inconsistent with our ownership, including without limitation, challenging Evertio’s ownership of intellectual property rights and challenging the validity of the License granted herein.

9. INTELLECTUAL PROPERTY

9.1      We reserve all of copyrights, trademarks, trade secrets, patents and other intellectual property rights (registered and unregistered) in and on our Services and Site Content, and other matters related to the Website and Services.

9.2      You agree that our Services and Site Content contain proprietary information and material that are owned by us, and is protected by applicable intellectual property and other laws. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of our Services in compliance with this Agreement.

10. ACCEPTABLE USE POLICY

The following terms constitute our “Acceptable Use Policy”:

10.1      You further agree not to use the Services in any manner to harass, abuse, threaten, defame, or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions that you may receive as a result of using any of the Services.

10.2      You agree you will not, nor will you encourage others or assist others, harm the Services or use the Services to harm others.  For example, you must not use the Services to harm, threaten, or harass another person, organization or us and/or to build a similar service or website.  You must not: (a) damage, disable, overburden, or impair the Services (or any network connected to the Services); (b) sell, resell, or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by us) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Services or in violation of this Agreement; (f) use the Services to violate any law of distribute malware or malicious content; or (g) distribute, post, share information or content you do not have the right to or is illegal.

10.3      You agree not to use the Services to collect, upload, transmit, display, or distribute any User-Generated Content (defined below) (a) that infringes or violates any right or any other party, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (c) that is harmful to minors in any way; or (d) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party. You further agree that we are not in any way responsible for any such use by you.

10.4      Notwithstanding any other provision of this Agreement, we reserve the right to change, suspend, remove, or disable access, make necessary deployments of changes, updates, or enhancements to any of our Services and Site Content at any time without notice. We may also add or remove functionalities or features, or we may impose limits on the use of or access to certain features or portions of our Services and Site Content or suspend or stop the Services altogether. In no event will we be liable for making these changes. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Services or Site Content.

10.5      We reserve the right (but have no obligation) to review any User-Generated Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User-Generated Content, terminating your Account in accordance with Section 7 (Termination) of this Agreement, and/or reporting you to law enforcement authorities.

10.6      If you provide us with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

10.7      As part of our efforts to protect the Services, protect our users, or to stop you from breaching this Agreement we retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Services.

11. USER-GENERATED CONTENT

11.1      “User-Generated Content” means any and all information and content that a user submits to, or uses with, the Services.  You represent and warrant that any of the User-Generated Content you submit is original to you, that you own all applicable legal rights in the User-Generated Content. You are solely responsible for (a) your User-Generated Content and (b) making sure that you have all the rights you need to the User-Generated Content.  You assume all risks and liabilities associated with use and submission of your User-Generated Content. You hereby represent and warrant that your User-Generated Content does not violate our Acceptable Use Policy. You may not represent or imply to others that your User-Generated Content is in any way provided, sponsored or endorsed by us. In addition, by storing, using or transmitting User-Generated Content you cannot and will not violate any law or this Agreement. We are not obligated to backup any User-Generated Content, and your User-Generated Content may be deleted at any time without prior notice.

11.2      You hereby grant (and you represent and warrant that you have the right to grant) to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide, and perpetual license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User-Generated Content, and to grant sublicenses of the foregoing rights, (a) for the purposes of including your User-Generated Content in Services and/or Site Content, (b) as necessary for us to provide and/or to improve the Services and Site Content, (c) as otherwise permitted by this Agreement, (d) as permitted by you,  (e) as otherwise required by law, regulation or order, or (f) to respond to an emergency. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User-Generated Content.

11.3      You will not be able to transfer or export your data or User-Generated Content unless is specifically authorized as part of the Services we offer, this and the method of which it is authorized will be made clear on the Website, the Proposal, or the applicable Service Offering and you are only authorized strictly as provided; however, we may (but are not obligated to) retain or make your data or User-Generated Content available to you for a minimum of 30 days and up to 1 year (unless a longer retention period is required or permitted by law or as provided otherwise in our Privacy Policy) from the day you cancel the free trial or the paid monthly subscription plan. After such period, we will have no obligation to maintain or provide any your data/User-Generated Content and may thereafter delete or destroy all copies of same.

12. FREE-TRIAL SERVICES

If we make a free trial available on our Website, we will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Services, (b) the start date of any paid subscription Services ordered by you or other Services offered by us (whether as part of Custom Services or otherwise), or (c) termination by us in our sole discretion. Our Website, the Proposal, or the Service Offerings, as applicable, will indicate when your trial period starts and when it ends.  In the event you choose to subscribe to a paid-subscription Services plan, after the trial period ends, this Agreement will continue in effect and you will be required to pay the applicable subscription fee for the Services.

13. PAID-SUBSCRIPTION SERVICES

13.1      You may purchase Services as a monthly subscription plan at the pricing indicated on the Website or at a certain fee (as agreed by us, whether annually or otherwise).  Each subscription grants only one Subscription License. Therefore, each Subscription License is subject to a single user usage limit, accessible only by one user on one device at a time (see Section 6 (License)). User’s subscription may not be shared with any other individual. The subscription period for the Subscription License will be for one month and will automatically renew. We reserve the right to change this plan and option at any time. The terms for Custom Services (which may include subscription services, if offered) may be provided in the applicable Service Offering or the Proposal. 

13.2      If you choose to subscribe to our monthly subscription plan, you agree to pay the fees as quoted to you when you purchase the Services. Except as otherwise specified herein or on the Website, fees are based on Services purchased and not actual usage. Payment obligations are noncancelable and fees paid are non-refundable. We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.  We reserve the right to change fees or prices at any time. If you do not agree to these changes, you must stop using the Services and cancel via email to support@evertio.com (with cancellation confirmation from our representative).

13.3      We may use a third-party vendor to process payment for our Services. You will provide us with valid and updated credit card information or with an alternative document reasonably acceptable to us or our third-party vendor. You agree to notify us of any changes to such information. If you provide credit card information to us or our third-party vendor, you authorize us to charge such credit card for subscription listed on the Website or other Services as agreed by you. Such charges will be made in advance or shortly after purchase and will automatically continue monthly on a recurring basis until you cancel or the terms in Section 7 (Termination) apply.

14. INDEMNIFICATION

14.1      To the extent not prohibited by law, you will defend, indemnify, and hold us, our partners, affiliates, contractors, officers, directors, employees, and agents, harmless from any losses, damages, liabilities, and costs (including without limitation reasonable attorneys’ fees) arising directly or indirectly from (a) your acts and omissions to act in using the Services pursuant to this Agreement (b) any User-Generated Content or information provided by you, or your use of the Services or Site Content that: (i) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of our actions); or (ii) violates applicable law, a third party’s rights, or this Agreement.  We will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

14.2      We reserve the right, at our option and sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third party agreement that would, in any manner whatsoever, affect our rights, constitute an admission of fault by us or bind us, without our prior written consent. In the event we assume control of the defense of such claim, we shall not settle any such claim requiring payment from you without your prior written approval.

15. NO WARRANTY OR REPRESENTATION; USE AT YOUR OWN RISK; NO LEGAL ADVICE OR CONSULTING SERVICES

15.1      TO THE EXTENT NOT PROHIBITED BY LAW, WE (A) PROVIDE THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND (C) DO NOT GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE EXHAUSTIVE OR UP TO DATE, UNINTERRUPTED, VIRUS-FREE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AVAILABLE ON OR THROUGH THE SERVICES WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE, OR SUFFICIENT FOR YOUR PURPOSES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR A REPRESENTATION. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ANY MODIFICATION BY YOU TO OUR CUSTOM SERVICES ARE AT YOUR OWN RISK.

15.2      IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

15.3   EVERTIO IS A TECHNOLOGY COMPANY AND NOT A LAW OR CONSULTING FIRM. AS SUCH, NOTHING CONTAINED IN SERVICES IS TO BE CONSIDERED TO RENDER LEGAL ADVICE OR CONSULTING SERVICES (OR BUSINESS ADVICE) OR CREATE AN ATTORNEY-CLIENT RELATIONSHIP. ALL SERVICES PROVIDED BY EVERTIO ARE INTENDED ONLY FOR GENERAL INFORMATION AND EDUCATIONAL PURPOSES. ADDITIONAL CONSIDERATIONS MAY BE RELEVANT IN DETERMINING WHETHER A BUSINESS IS SUBJECT TO CERTAIN LAWS AND REGULATIONS. ANY INFORMATION PROVIDED IN CONNECTION WITH THE USE OF SERVICES IS NOT PRIVILEGED OR CONFIDENTIAL. 

16. LIMITATION OF LIABILITY        

16.1      TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, RESELLERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSOR OR SUPPLIERS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT, LOSS OF DATA, BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES, HOWEVER CAUSED, AND WHETHER THEY ARISE UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), AND WARRANTY OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

16.2      IN ANY CASE AND TO THE EXTENT NOT PROHIBITED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) WILL NOT EXCEED THE AMOUNT OF ONE TIME OF THE MOST RECENT MONTHLY FEE THAT YOU PAID FOR THE SERVICES. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. ANY CLAIM ARISING OUT OF, OR RELATING TO, THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES, OR SUCH CLAIM OR CAUSE OF ACTION IS BARRED.

16.3      SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES.  INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.

17. CONFIDENTIALITY

You may be given access to certain non-public information and specifications relating to the Services, Site Content, or this Agreement, which is confidential and proprietary to us (“Confidential Information”). You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without our prior written consent or except as otherwise provided or permitted in the applicable Serving Offering or the Proposal. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.

18. GOVERNING LAW AND CLASS ACTION/JURY TRIAL WAIVER

You agree that (i) this Agreement will be governed and construed under the laws of the State of California without regard to conflicts of law provisions. Any suit or proceeding arising out of or relating to this Agreement will be brought in the federal and/or state courts, as applicable, in San Francisco County, California, and each party irrevocably submits to the jurisdiction and venue of such courts.  WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. 

19. GENERAL TERMS

19.1      Entire Agreement.  The terms of this Agreement, together with any and all other terms incorporated by reference, including, without limitation, our Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter thereof and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns..

19.2      Amendments/Modifications. No amendment to or modification of this License, this Agreement, any of the Service Offerings, or the Proposal will be binding unless in writing and signed by us. Any amendment to or modification to a proposal not yet accepted by you may be done so upon mutual agreement of Evertio and you.

19.3      Severability. This Agreement applies to the maximum extent permitted by relevant law.  In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any provision hereof prohibited or unenforceable in any respect.

19.4      Assignment and transfer. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice.  You may not assign this contract or transfer any rights to use the Services, unless we allow you to do so in writing.

19.5      Independent Contractors; No third-party beneficiaries. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Instead, the relationship between the Parties is that of independent contractors.  There are no third-party beneficiaries under this Agreement.

19.6      Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

19.7      Export Controls. You represent and warrant that (i) you are not located in a US embargoed country, and (ii) you are not listed on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other prohibited restricted party lists. You also agree that you will not use the Services for any purposes prohibited by United States law. You must comply with all domestic and international export laws and regulations that apply to your use of the Services and Site Content.

19.8      Effect of Termination. The provisions of this Section 19 and the provisions of any of other Sections (including, but not limited to, Sections 2 (Privacy), Section 4 (Consent to Electronic Communications and Solicitation), Section 8 (Ownership), Section 9 (Intellectual Property), Section 10 (Acceptable Use Policy), Section 11 (User-Generated Content), Section 14 (Indemnification), Section 15 (No Warranty and Representation; Use at Your Own Risk; No Legal or Business Advice), Section 16 (Limitation of Liability), Section 17 (Confidentiality), Section 18 (Governing Law and Class Action/Jury Trial Waiver), and Section 20 (Notice)) which by its sense and context are intended to survive termination or expiration of this Agreement will survive the termination or expiration of this Agreement.

19.9     HeadingThe section headings contained in this Agreement are for reference purposes only and shall not affect, define, or limit the meaning or interpretation of this Agreement.

 

20. NOTICE 

Except as otherwise provided herein, all notices, consents and approval under this Agreement shall be deemed properly given and effective:

With respect to Evertio:

When deposited in the United States certified mail, postage prepaid, return receipt requested to Evertio, Inc. at 20283 Santa Maria Ave # 2132, Castro Valley, CA 94546 or via email at hello@evertio.com

And with respect to you:

When deposited in the United States mail to the physical address that you have provided to Evertio or via email at any email address set forth in Evertio’s books or records.