THESE SERVICE TERMS AND CONDITIONS ("AGREEMENT”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND EVER AFTER AI LTD. (“EVER AFTER”). PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCESSING AND/OR USING EVER AFTER’S SERVICES.
THIS AGREEMENT GOVERNS YOUR USE OF EVER AFTER’S SERVICES. BY ACCESSING AND/OR USING EVER AFTER’S SERVICES, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE LEGALLY BOUND BY, THIS AGREEMENT.
BY ACCEPTING THIS AGREEMENT AND/OR BY ACCESSING AND/OR USING EVER AFTER’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 EVER AFTER’S SERVICES AND DO NOT ACCEPT THIS AGREEMENT.
IF AN INDIVIDUAL USER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN SUCH INDIVIDUAL USER HEREBY REPRESENTS THAT HE/SHE HAS THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF HE/SHE DOES NOT HAVE SUCH RIGHT, AUTHORITY AND/OR CAPACITY, THEN SUCH INDIVIDUAL USER MUST NOT ACCESS NOR USE ANY PART OF EVER AFTER’S SERVICES AND SUCH INDIVIDUAL USER MUST NOT ACCEPT THIS AGREEMENT. REFERENCES HEREIN TO “YOU” WILL BE DEEMED TO REFER TO SUCH ENTITY AND ITS AFFILIATES ON BEHALF OF WHICH YOU ARE ACCEPTING 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 EVER AFTER’S SERVICES BY YOU OR BY ANYONE ON YOUR BEHALF.
This Agreement contains a range of capitalized terms, some of which are defined in this Section 1 (Definitions), and some of which are defined elsewhere in this Agreement
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity or the right to appoint more than 50% of such entity’s directors or members of a similar body.
“Customer Data” means any information, content, materials, names, logos, reports and data provided or made available by you and/or any of your Managed Customers, or that is automatically collected by Ever After in connection with use of the Services by you and/or your Managed Customers, pertaining to or about: (i) you; (ii) your employees, service providers, consultants, agents and/or advisors; and/or (iii) your Managed Customers, their business and their employees, service providers, consultants, agents and/or advisors.
“Customer Hub” means a personalized hub of designated pages, content and functionalities created by you or on your behalf in connection with your Workspace for the purpose of managing your relationship with a Managed Customer through the Services.
“Documentation” means any instructions or other documentation relating to the Services.
“Intellectual Property Rights” means any and all rights, titles, and interests in and to inventions, discoveries, works of authorship, software, technology, know-how, designs, ideas, algorithms, databases, records, and other intellectual property, in whatever form and whether or not protectable or registrable, including without limitation patents, copyrights, trade secret rights, design rights, trademarks and similar branding rights, as well as all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of, and goodwill associated with, the foregoing rights.
“Managed Customer” means your client or customer for which you have opened a Customer Hub in the Services.
“Platform” means Ever After’s Software-as-a-Service customer management platform, including any updates of the foregoing, as may be provided to you by Ever After at Ever After’s discretion.
“Services” means, collectively, the Platform, and any other related products or services provided to you at Ever After’s discretion or that may be ordered by you from Ever After through an online purchasing portal (if applicable), or provided to you by Ever After under a free trial, including, to the extent applicable, any offline or mobile components of any of the foregoing. Any reference herein to “Services” shall be deemed to include the Documentation.
“Term” has the meaning set forth in Section 16.1 (Term) below.
“Workspace” means your customer account with Ever After within which all your activities connected to the Services are carried out.
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 anyone else or use the workspace of another Everafter customer without their permission. 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 responsible for maintaining the confidentiality and security of your Workspace credentials, as well as for all activities that occur under or in your Workspace. You shall immediately notify Everafter in writing of any unauthorized access to, or use of, the Workspace, or any other breach of security. You grant Everafter the right to independently verify any information that you provide to Everafter and/or in connection with the Services, including without limitation your Workspace Information, but Everafter does not have the obligation to do so.
If you provide any Workspace Information or other information in connection with the Services that is false, inaccurate, out of date or incomplete, or if we have reason to believe that any such Workspace Information or other information which you or your Managed Customers have provided to us is false, inaccurate, out of date or incomplete, we may suspend or terminate your Workspace and refuse any and all current or future use of the Services.
Everafter offers Subscription Plans on a paid basis, as described in its Subscription Plan Order Form ("Order Form") provided to you. If you elect to add features or functionality to the Order Form, additional fees may apply and be payable by you. Everafter may, at its discretion, offer Subscription Plans on a free-of-charge basis for evaluation purposes. Everafter may also, from time to time, charge payment to access, use or implement certain features or functionalities in the Services. You will not be charged for any uses of the Services or for any features or functionalities, or for any Subscription Plan, unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Services and/or applicable paid Subscription Plans.
You hereby agree and acknowledge that you shall be solely responsible for any engagement, interaction and/or transaction between you and any of your Managed Customers, 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 Customers, 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 Customers or to information provided by you to your Managed Customers or vice versa, or for any loss or damage of any kind incurred as a result of the foregoing.
Everafter reserves the right to remove, modify, and/or add any tool, functionality, and/or feature of/to the Services (collectively, “Features”) at any time, without any notice to you, and for any reason whatsoever. Some Features may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria determined by Everafter. Moreover, if Everafter determines that you are or may be in breach of any provision of this Agreement, Everafter reserves the right to block your access or use of certain Features. A new or modified Feature may be accompanied by separate or additional licensing terms. This agreement does not include the right to any future versions of the Services, and/or any revisions, updates, upgrades or new releases of the Services, which shall be released subject to our sole discretion.
You expressly acknowledge that the Services may include third party components (“Third Party Software”), which shall be used by you solely in conjunction with the Services, and shall not be used for any other purpose without the prior written consent of Everafter. Such Third Party Software is provided “AS-IS” without any warranty of any kind, and subject to the license terms attached to such Third Party Software. The provisions of this Agreement shall apply to all such Third Party Software providers and Third Party Software as if they were Everafter and the Services respectively. In the event of any inconsistencies or conflicting provisions between the Third Party Software licenses and the provisions of this Agreement, the provisions of the Third Party Software licenses shall prevail.
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. 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.
You agree to defend, indemnify and hold harmless Everafter and our Affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from:
(a) Your use of the Services;
(b) Customer Data;
(c) your interaction with Managed Customers;
(d) the conduct of your Managed Customers;
(e) your breach of any covenant, representation or warranty under this Agreement; and/or
(f) your violation of any law applicable to you.
Without derogating from or excusing your obligations under this Section 14 (Indemnification), we reserve the right (at your own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of Israel, 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 Tel-Aviv, Israel.
Assignment. Everafter may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. You shall not assign (or in any other way transfer) this Agreement (or any of your obligations or rights hereunder) without Everafter’s express prior written consent. Any prohibited assignment shall be null and void.
Entire Agreement. This Agreement represents the entire agreement between Everafter and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Everafter with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement you hereby irrevocably waive,to the maximum extent legally permitted, any right applicable to you that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Everafter, the writing must be duly signed by an authorized representative of Everafter), and shall be valid only in the specific instance in which given.
Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
Notices. You agree that Everafter may send you notices by email, via your Workspace, by regular mail, and/or via postings on or through the Services. Except as stated otherwise in this Agreement or required by law applicable to you, you agree to send all notices to Everafter, to email@example.com.
No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Everafter Affiliates, Everafter’s licensors and suppliers, and indemnitees), there shall be no third-party beneficiaries of or under this Agreement.
Force Majeure. Everafter shall not be responsible for any failure to perform any obligation or provide any service hereunder because of any: (a) act of God; (b) war, riot or civil commotion; (c) governmental acts or directives, strikes, work stoppage, or equipment or facilities shortages; and/or (d) other similar cause beyond Everafter’s reasonable control. For the avoidance of doubt, any problems relating to the hosting of the Services shall not be deemed within Everafter’s reasonable control.
Section Headings. The Section and sub-Section headings in this Agreement are for convenience of reading only, and may not to be used or relied upon for interpretive purposes.
Third Party Charges. Please be aware that your use of the Services may require and utilize an internet connection or data access. To the extent that third party service provider or carrier charges for your internet or data usage are applicable, you agree to be solely responsible and liable for those charges.
Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Last Updated: December 26, 2020