Terms and Conditions

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. 

1. DEFINITIONS

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.

  1. “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.
  2. “Customer Data” means any information, content, materials, names, logos, reports and data provided or made available by you and/or any of your Managed Customer, or that is automatically collected by EverAfter 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 Customer, their business and their employees, service providers, consultants, agents and/or advisors.
  3. “Customer Hub” means a personalized hub of designated pages, content and functionalities created by you or on your behalf in connection with the Workspace for the purpose of managing your relationship with Managed Customers through the Services.
  4. “Documentation” means any instructions or other documentation relating to the Services.
  5. “Free Plan Customers” means any customer who signed up to use the Services on a free legacy plan on the EverAfter website.   
  1. “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.
  2. “Managed Customer” means your client or customer for which you have opened a Customer Hub.
  3. "Order Form" means an online registration page or an order form.
  4. “Paid Subscribers” means customers that have signed up to use the Services through one of the paid plans as described in the EverAfter website. 
  5. “Platform” means EverAfter’s Software-as-a-Service customer management platform, including any updates of the foregoing, as may be provided to you by EverAfter from time to time.
  6. “Services” means, collectively, the Platform, and any other related products or services provided to you at EverAfter’s discretion. 
  7. "Subscription" has the meaning set forth in Section 4.2 (Services and Subscription) below.
  8. “Term” has the meaning set forth in Section 16.1 (Term and Termination) below.
  9. “Workspace” means your Customer account with EverAfter on the Platform, within which all activities connected to the Services provided to you are carried out. 

2. MODIFICATION

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.

3. WORKSPACE

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.

4. SERVICES AND SUBSCRIPTION

  1. Description of Services. The Services are made available in order to allow you to manage your engagements, transactions, projects, and relationships with Managed Customers, by creating customized Customer Hubs, and to allow Managed Customers to communicate and interact with you via the Customer Hub.  
  2. Subscription. Subject to your compliance with the terms of this Agreement, during the Term, EverAfter grants you a subscription-based, limited, non-exclusive, non-sublicensable, non-transferable license to: (i) access and use the Services solely for your internal business purposes; and (ii) allow authorized users of Managed Customers to access and use the applicable Managed Customer’s Hub for the purpose of communicating with you, managing their business relationship with you, performing and managing transactions with you (the foregoing rights shall be referred to herein as your  “Subscription”).
  3. Subscription Plan. The Subscription is subject to the specific terms and conditions of this Agreement  (“Subscription Plan”). 
  4. EverAfter shall: (i) take commercially reasonable efforts to correct any errors in the Platform and/or the Services which may prevent you from receiving the full and complete scope of Services under this Agreement; (ii) if the core functionality of the Services are materially different from the agreed requirements, and EverAfter is not able to amend such differences with comparable core functionality within a reasonable time (as shall be determined by mutual consent of the parties), you are entitled to terminate the Agreement with immediate effect; and (iii) in the event that EverAfter makes (or is required to make by any third party, including by a Third Party Provider or any regulatory or governmental entity) changes to the core functionality in or to the Platform and/or the Services, and following implementation of said changes the Services are materially different from the agreed requirements, and EverAfter is not able to amend such differences with comparable core functionality within a reasonable time (as shall be determined by mutual consent of the parties), you are entitled to terminate the Agreement with immediate effect.  

5. RESTRICTIONS AND USAGE RULES

  1. Restrictions on Use of Services. you shall not (and shall ensure that each Managed Customer does not),  authorize or assist any other third party to: (a) circumvent, disable or otherwise interfere with security-related features of the Services or features that enforce limitations on use of the Services; (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Services, or otherwise discern the source code of the Services, except and solely to the extent permitted under applicable law; (c) use the Services on a service bureau or time sharing basis or to provide the Services to third parties, except as otherwise permitted herein; (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Services or any of your rights therein to any third party; (e) violate or abuse password protections governing access to the Services; (f) interfere or attempt to interfere with the integrity or proper working of the Services; (g) use the Services in any unlawful manner or in breach of this Agreement; (g) use EverAfter’s name, logo or trademarks without EverAfter’s prior written consent; (h) use the Services in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other product or hardware without the prior written consent of EverAfter, however, such consent shall not be required if such use is required for your compliance with security protocols that govern your operations (such as, SOC 2 Type II and ISO27001); and/or (i) use the Services other than as permitted herein. 
  2. Acceptable Use. you represent and warrant that you shall comply with (and shall ensure that all Managed Customers comply with) all applicable laws in connection with your and/or your Managed Customer's use of the Services, including, but not limited to, laws related to data privacy and protection. 
  3. Prohibited Use. EverAfter may, at any time, terminate, suspend and/or cease any access and/or use of the Services by you or anyone on your behalf, due to any breach of restrictions under this Section 5 (Restrictions and Usage Rules).  

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).

6. FEES AND PAYMENTS 

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. 

7. CUSTOMER DATA

  1. License to Customer Data. While using the Services, certain Customer Data will be made available to EverAfter. you hereby grant EverAfter a worldwide, non-exclusive, royalty-free, fully paid-up, fully sub-licensable and transferable right and license, to access, use, process, display, copy and store the Customer Data (including that of your Managed Customers), solely in order to: (i) provide the Services to you; (ii) administer and make improvements to the Services provided to you under this Agreement; and (iii) make general improvements to our Platform, provided that (a) such use will not include any of your or your Managed Customer's identifiable or personal data, (b) will only be performed with metadata or data in an aggregate form that does not enable identification of you or your Managed Customer, and (c) is in compliance with any applicable laws, all other obligations (data privacy related or otherwise) does not infringe upon any third party right (including, without limitation Intellectual Property Rights).
  2. Storage. EverAfter may store Customer Data on its servers or with third party providers of hosting and storage services. In providing the Services, EverAfter may use any provider of hosting and storage services as EverAfter may choose and EverAfter reserves the right to change at any time the hosting and storage solutions used by it for provision of the Services
  3. Customer Representation and Warranties. You represent and warrant that: (i) the Customer Data does not violate any applicable laws and/or infringe upon any third party rights (including, without limitation, Intellectual Property Rights, privacy or publicity rights, or moral rights). In the event that you are aware of such infringement or violation, you shall promptly remove such infringing or violating content from the Platform and/or the Services; (ii) your upload of the Customer Data to the Platform in connection with your use of  the Services and EverAfter's access and use of Customer Data  does not violate any applicable laws or infringe upon any third party right (including, without limitation Intellectual Property Rights); and (iii) you have and will maintain at all times, all necessary rights, licenses, consents, permissions and approvals to grant the license set forth in Section 7.1 above, and to allow EverAfter to access and use Customer Data (including its transfer to third parties) for the provision of Services; and(iii) no Customer Data, nor its uploading to the Services and allowing EverAfter to access and use it in accordance with this Agreement, will infringe or violate any third party Intellectual Property Rights, or moral rights.
  4. Responsibility. You are solely responsible for all Customer Data and you assume all liability and risks associated with Customer Data and any unauthorized disclosure of Customer Data by you and/or your Managed Customer. EverAfter or its Affiliates have no obligation whatsoever to inspect the Customer Data or monitor you or any of your Managed Customer's use thereof. Under no circumstances whatsoever will EverAfter, its Affiliates or subcontractors be responsible or liable in any manner whatsoever for any Customer Data or your and/or Managed Customers' use thereof, including, without limitation, for any errors or omissions therein, for any infringement of third party rights, or loss or damage of any kind incurred as a result of the collection or use by EverAfter of the Customer Data. EverAfter will be responsible to backup the data of the hub, layout, structure, and data that was added using EverAfter platform. 

8. CUSTOMER ENGAGEMENTS

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.

9. FEATURES

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.

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11. PROPRIETARY RIGHTS 

  1. EverAfter Proprietary Rights. EverAfter solely and exclusively owns any and all worldwide right, title and interest, and all worldwide Intellectual Property Rights, in and to the Services (including, without limitation, the Platform) and any upgrades, updates (such as a fix or patch), modifications, improvements, enhancements, derivatives and customizations related to the foregoing, even if such were made as a result of any Feedback (defined below). you shall not delete, remove, obscure or in any manner alter the copyright, trademark, and other EverAfter’s or any other third parties’ Intellectual Property Rights notices appearing on or in the Services or any component thereof. 
  2. Feedback. If you contact EverAfter with any suggestions, comments or other feedback regarding the Services or EverAfter’s products, services, technology and business, including but not limited to feedback concerning customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions (“Feedback”), such Feedback shall be deemed to be the sole property of EverAfter and you hereby irrevocably transfer and assign to EverAfter all Intellectual Property Rights in such Feedback and waive any and all moral rights that you may  have in respect thereto. 
  3. Customer's Proprietary Rights. As between EverAfter and you, you shall own all your Customer Data, and EverAfter shall acquire no right, title or interest therein, except for the rights granted in this Agreement. 

12. PRIVACY; USE OF ANONYMOUS INFORMATION

  1. Privacy Commitment. You hereby warrant, represent and, to the extent relevant, covenant, that you have and will: (i) provide(d) all appropriate notices; (ii) obtain(ed) all required informed consents and/or have any and all ongoing legal bases; and (iii) complied/comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation (“GDPR”), for allowing EverAfter to use and process personal data in accordance with this Agreement (including, without limitation, the provision of such personal data to EverAfter (or access thereto) and the transfer of such personal data by EverAfter to its Affiliates, subsidiaries and subcontractors, including transfers outside of the European Economic Area), for the provision of the Services and the performance of this Agreement. 
  2. Data Processing Agreement (“DPA”). To the extent that you need a data processing agreement, you shall download EverAfter’s Data Processing Agreement (“DPA”) available on EverAfter's website and return it signed to EverAfter at: Support@everafter.ai  
  1. Third Party Service Providers. In order to offer certain features or services within the Services, EverAfter engages with certain third parties (“Third Party Providers”) that provide EverAfter with hosting and other services that support and enable the Services. EverAfter will transfer your Workspace Information to such Third Party Service Providers and such Third Party Providers shall store the Workspace Information on their servers in accordance with their security and privacy practices in order to provide the Services. 
  2. Use of Anonymous Information. Any use of Anonymous Information (as defined below)  by EverAfter may be made solely in accordance with the terms of this Agreement. “Anonymous Information” means information which does not enable identification of an individual user, such as aggregated information about the use of our Services.
  3. Use Customer name and logo. During the Term: (a) EverAfter may use your name and logo on EverAfter's website and in its promotional materials to state that you are a customer of EverAfter; and (b) you shall cooperate with EverAfter in the creation and promotion of case study(ies) and/or executive testimonial(s) to be used in EverAfter's external communications, such as via its website. You may revoke any of the above acknowledgments , by contacting: support@everafter.ai  

13. WARRANTIES AND DISCLAIMERS 

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: 

  1. REGARDING THE CONTENT, EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES AND REPORTS; OR
  2. THAT YOUR OR YOUR MANAGED CUSTOMER'S USE OF, OR RELIANCE UPON, THE SERVICES AND REPORTS WILL MEET YOUR OR YOUR MANAGED CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, OR WILL BE INTERRUPTED, SECURE OR ERROR-FREE.

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.

14. INDEMNIFICATION

  1. You shall defend, hold harmless and indemnify EverAfter and its Affiliates, officers, directors, employees and agents from and against any direct and indirect damages, obligations, losses, liabilities, costs and expenses, including reasonable attorney's fees, arising out of or in relation to: (i) the fraudulent, illegal, or otherwise prohibited use of the Platform and/or the Services by you and/or by any Managed Customer; (ii) your interaction with Managed Customers;(iii) your Data; or (iv) any material breach of any provisions of this Agreement or of any applicable law by you and/or by your Managed Customer.      
  2. If you are Paid subscriber , EverAfter shall defend and hold harmless and indemnify you from and against any direct and indirect damages, Obligations, losses, liabilities costs and expenses, including reasonable attorney's fees, incurred as a result of a third party claim, action, or proceeding against you, alleging that your use of the Services  infringe or violate any third party Intellectual Property Rights.

15. LIMITATION OF LIABILITY

  1. EXCEPT FOR LIABILITIES ARISING FROM EVERAFTER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.2 (INDEMNIFICATION) IN NO EVENT WILL EVERAFTER BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. 
  2. THE TOTAL AND AGGREGATE LIABILITY OF EVERAFTER AND ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO EVERAFTER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY. 
  3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) EVEN IF EVERAFTER OR AN EVERAFTER AFFILIATE HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, OR COSTS; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE AND STRICT LIABILITY). 
  4. Some jurisdictions do not allow the exclusion or limitation of incidental or  consequential damages, or of other damages, and to the extent applicable, such exclusions and limitations shall not apply.
  5. If you are Paid Subscriber than notwithstanding the foregoing or anything to the contrary in this Section the limitation of liability provisions of Sections 15.1 and 15.2 (Limitation of Liability) above shall not apply to a breach by EverAfter  of its non-use and confidentiality obligations under Section 18 (Confidentiality), and Section 15.2 (Limitation of Liability) above shall not apply to EverAfter's non-compliance with applicable laws (including privacy laws) towards you under this Agreement, provided that the total and aggregate liability of EverAfter and its Affiliates under, or otherwise in connection with, this Agreement and/or the Services for any such breach or noncompliance shall not exceed three (3) times the amount of fees paid by you to EverAfter in the six (6) month period immediately preceding the date giving rise to liability; (this Section 15.5 applies to Grow and Advanced plans customers only).

16. TERM AND TERMINATION  

  1. Term. This Agreement and the Subscription shall remain in effect for the period specified in the applicable Subscription Plan and stipulated in the Order Form, unless earlier terminated in accordance with the provisions of this Section 16  (Term and Termination) and section 4.4 (Services and Subscription) below (“Term”). 

For Paid Subscribers

  1. Termination for Cause. Either Party may terminate this Agreement, if the other Party: (i) fails to cure any material breach within 30 days after a written notice; (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefits of creditors. EverAfter will refund you any prepaid fees covering the remainder of your Subscription Terms as of the effective date termination if this Agreement is terminated by you in accordance with this Section 16.2 for EverAfter’s uncured material breach. If this Agreement is terminated by EverAfter for your uncured material breach, you are required to pay to EverAfter any unpaid feed covering the remainder of the Subscription Term. 
  1. No Refunds. Except for your termination rights under Sections 4.4 and 16.2  below, if you elect to terminate your subscription to the Services or cancel your account prior to the end of the period specified in the Order Form, no refunds will be provided to you. 
  1. Consequences of Termination. Upon termination and/or expiration of this Agreement, EverAfter will provide  you assistance, as shall be reasonably required by you, to migrate any and all of your materials and data contained in the Platform and the Services to any other service provider elected by you, at your sole expense (“Migration”). Following completion of the Migration: (a) the Workspace will be closed; (b) you shall immediately cease all access to and use of the Services; and (c) your Subscription shall terminate. Termination of this Agreement shall not affect any right or liability accrued by either party as of the effective date of termination. This Section‎ 16.4  (Consequences of Termination), and Sections ‎1 (Definitions), ‎5 (Restrictions and Usage Rules), ‎7 (Customer Data),‎ 8 (Customer Engagements),‎ 10 (Third Party Software), ‎11 (Proprietary Rights), ‎12 (Privacy; Use of Anonymous Information),‎ 13 (Warranties and Disclaimers),‎ 14 (Indemnification), ‎15 (Limitation of Liability), ‎17 (Governing Law and Jurisdiction), 18 (Confidentiality)  and‎ 19 (Miscellaneous) shall survive termination. 

For Free Plan Customers

  1. Termination For Convenience By EverAfter. EverAfter may terminate this Agreement for any reason.
  2. Consequences of Termination.Upon termination and/or expiration of this Agreement: (a) the Workspace will be closed; (b) you shall immediately cease all access to and use of the Services; and (c) your Subscription shall terminate. Termination of this Agreement shall not affect any right or liability accrued by either party as of the effective date of termination. This Section‎ 16.7  (Consequences of Termination), and Sections ‎1 (Definitions), ‎5 (Restrictions and Usage Rules), ‎7 (Customer Data),‎ 8 (Customer Engagements),‎ 10 (Third Party Software), ‎11 (Proprietary Rights), ‎12 (Privacy; Use of Anonymous Information),‎ 13 (Warranties and Disclaimers),‎ 14 (Indemnification), ‎15 (Limitation of Liability), ‎17 (Governing Law and Jurisdiction), 18 (Confidentiality)  and‎ 19 (Miscellaneous) shall survive termination. 

17. GOVERNING LAW AND JURISDICTION

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.

18. CONFIDENTIALITY

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.   

19. MISCELLANEOUS

  1. Assignment for Paid Subscribers . Neither party may assign its rights and obligations hereunder under the Agreement, in whole or part, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed (except in connection with a merger or corporate reorganization, by operation of law, or in connection with a sale of all or substantially all of party’s assets, for which no consent shall be required).  
  2. Assignment for Free Plan Customers. EverAfter may assign this Agreement without your prior written consent . You shall not assign (or in any other way transfer this Agreement) without EverAfter’s express prior written consent. Any prohibited assignment shall be null and void.
  3. 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.
  4. 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.
  5. 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.
  6. 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, the writing must be duly signed by an authorized representative of EverAfter), and shall be valid only in the specific instance in which given.
  7. 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.
  8. Notices. You agree that EverAfter may send you notices by email, via the Workspace, by regular mail, and/or via postings on or through the Services. Except as stated otherwise in this Agreement or required by applicable law, you agree to send all notices to EverAfter, to support@everafter.ai.
  9. No Third Party Beneficiaries. There shall be no third-party beneficiaries of or under this Agreement.
  10. 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.
  11. 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.
  12. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

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Updated on December, 2023

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