THESE SERVICE TERMS AND CONDITIONS ("AGREEMENT”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND EVERAFTER AI LTD. (“EVERAFTER”). PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCESSING AND/OR USING EVERAFTER’S SERVICES
BY ACCEPTING THIS AGREEMENT AND/OR BY ACCESSING AND/OR USING EVERAFTER’S SERVICES, YOU REPRESENT TO US THAT YOU ARE AT LEAST 18 YEARS OLD, AND THAT YOU HAVE THE LEGAL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT. IF YOU ARE UNDER 18, PLEASE DO NOT ACCESS AND/OR USE ANY PART OF EVERAFTER’S SERVICES AND DO NOT ACCEPT THIS AGREEMENT.
IF YOU ARE AN INDIVIDUAL USER WHO IS ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU HEREBY REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH RIGHT, AUTHORITY AND/OR CAPACITY, THEN YOU MUST NOT ACCESS NOR USE ANY PART OF EVERAFTER’S SERVICES AND YOU MUST NOT ACCEPT THIS AGREEMENT.
IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT NOR ACCESS OR USE ANY PART OF EVER AFTER’S SERVICES. YOU ARE RESPONSIBLE FOR ALL OF THE ACTS AND OMISSIONS ASSOCIATED WITH USE OF EVERAFTER’S SERVICES BY YOU OR BY ANYONE ON YOUR BEHALF.
This Agreement contains a number of capitalized terms, some of which are defined in this Section 1 (Definitions), and some of which are defined elsewhere in this Agreement.
Everafter reserves the right to modify this Agreement at any time by posting the modified Agreement on EverAfter’s website, at https://www.everafter.ai/. Such modifications will be effective ten (10) days after such posting, and your continued use of your Workspace or any part of the Services after such date constitutes your agreement to be bound by the modified Agreement.
In order to use the Services, you must create a Workspace on the Platform. You agree not to create a Workspace for any third-party, or to use or access the workspace of another EverAfter customer without obtaining their written approval. You hereby represent and warrant that all information submitted during the Workspace registration process (“Workspace Information”) is, and will thereafter remain, current, complete and accurate, and you shall update your Workspace Information to the extent necessary. As between you and EverAfter, you alone shall be solely responsible and liable for: (i) maintaining the confidentiality and security of your Workspace Information (including all credentials); and (ii) all activities that occur under or in the Workspace. You shall immediately notify EverAfter in writing (but in any event no later than twenty-four (24) hours) after becoming aware of any unauthorized access to, or use of, the Workspace.
Other than with respect to your data protection, privacy and intellectual property undertakings towards you under this Agreement, EverAfter shall have no liability under this Agreement for or in connection with use of Services which is not in accordance with this Section 5 (Restrictions and Usage Rules)
For the purposes of this Agreement for Free Plan customers, termination of this Agreement by EverAfter under this section shall be deemed as a Termination for Cause under Section 16 (Term and Termination).
EverAfter’s Subscription Plans and Services provided to you including fees and payment terms, which were set forth in the Order Form. The Order Form and any subsequent additional Order Form(s) shall comprise an integral part of this Agreement. You further agree that if you fail to make any payment when due, then, in addition to all other remedies that may be available, EveAfter may, after sending you a written notice in advance, suspend performance of the Services until all past due amounts have been paid.
You hereby agree and acknowledge that you shall be solely responsible and liable for any engagement, interaction and/or transaction between you and your Managed Customer, whether or not you use the Services in connection with such engagement, interaction and/or transaction. Under no circumstances whatsoever will EverAfter, its Affiliates or subcontractors be responsible or liable in any manner in connection with any engagement, interaction and/or transaction between you and your Managed Customer, including without limitation for any errors, delays or omissions with respect to information pertaining to any engagement, interaction and/or transaction between you and your Managed Customer, or to information provided by you to your Managed Customer or vice versa, or for any loss or damage of any kind incurred as a result of the foregoing.
EverAfter will not remove core functionality of the Services without notice to Paid subscribers, but reserves the right to modify, and/or add any tool, functionality, and/or feature of/to the Services (collectively, “Features”) at any time for any reason whatsoever. Moreover, if EverAfter determines (at its sole discretion) that you (or your Managed Customer) is or may be in breach of any provision of this Agreement, EverAfter reserves the right to block your (or your Managed Customer's) access or use of certain Features.
THE SERVICES AND ANY RESULTS, OUTPUTS OR REPORTS OBTAINED THROUGH USE OF THE SERVICES (“REPORTS”) ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF SERVICE, NON-INFRINGEMENT, REGARDING LATENT DEFECTS, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY EVERAFTER AND ITS LICENSORS AND SUPPLIERS.
IN ADDITION, NEITHER EVERAFTER NOR ITS AFFILIATES, LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:
THE AVAILABILITY AND FUNCTIONALITY OF THE SERVICES DEPEND ON VARIOUS FACTORS AND ELEMENTS, INCLUDING SOFTWARE, HARDWARE AND COMMUNICATION NETWORKS, WHICH ARE PARTIALLY PROVIDED BY THIRD PARTIES, INCLUDING THIRD PARTY HOSTING AND STORAGE SERVICES AND THIRD PARTY SERVICES USED TO PROVIDE CERTAIN CONTENT. THESE FACTORS ARE NOT FAULT FREE. WITHOUT DEROGATING, EVERAFTER DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE HOSTING AND STORAGE SERVICES AND THIRD PARTY SERVICES USED TO FACILITATE THE SERVICES) WILL OPERATE WITHOUT DISRUPTION, LIMITATIONS, DELAYS, ERRORS OR INTERRUPTIONS, OR THAT THEY WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES, OR IMMUNE FROM UNAUTHORIZED ACCESS.
This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of the State of Delaware and the United States of America, without regard to any conflicts of laws, rules, or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed. All disputes arising out of or in connection with this Agreement will be finally settled solely and exclusively by a court of competent jurisdiction in the state of Delaware, United States.
Confidential Information. Each Party (for the purposes of this section only the “Recipient”) may have access to certain non-public or proprietary information and materials of the other Party ( for the purposes of this section only the the “Discloser”), whether in tangible or intangible form ("Confidential Information"). The terms of this Agreement is deemed the confidential information of both parties, and all data and information related to you, and your customers, including Customer Data, is deemed confidential information of you under this Agreement. Recipient agrees to protect the Confidential Information with the degree of care taken by the Recipient to safeguard its own confidential information, but in any case no less than a reasonable degree of care, and keep it confidential and not disclose, disseminate, allow access to or use any Confidential Information except as required for the provision or receipt (as applicable) of the Services. Recipient shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein and Recipient shall be solely responsible towards Disclosure for any acts or omissions of its employees of service providers with respect to breach of this confidentiality undertaking. Recipient’s confidentiality and non-use obligations will remain in full force and effect following termination of this Agreement with respect to any Confidential Information retained by Recipient for the purpose of compliance with any applicable legal or regulatory requirement.
Updated on December, 2023