Last Updated November 16, 2021
1. Software and Support
1.1 Subject to the terms of this Agreement, the Company “Eva Commerce, Inc 13052 Signature Point, Apt 50, California 92130” will use commercially reasonable efforts to provide Customer with the Services. As part of the registration process, the Customer will identify an administrative user name and password for the Customer’s Company account. The company reserves the right to refuse registration of or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customers with reasonable technical support services in accordance with the Company’s standard practice.
2. Restrictions and Responsibilities
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third, or remove any proprietary notices or labels.
2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants and warrants that Customer will use the Services only in compliance with the Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor the Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of a Customer account or the Equipment with or without the Customer’s knowledge or consent.
2.5 Account Requirements. To set up an account and use the Service you must:
Be 18 years of age, or the age of majority in your province, territory, or country, to become a Member. Individuals under the age of 18, or the applicable age of majority, may utilize the Service only with the involvement of a parent or legal guardian, under such person’s account and otherwise subject to these Terms.
Provide your legal full name, valid email address, phone number, and any other information we request to complete your account signup process.
Provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party.
Personally and manually create your account without using any automated means, except for any auto-complete feature offered by your internet service provider. A third party may not create an account for you and you must not allow any third party to use your information to create an account.
Account Ownership: The member who created the account and whose Payment Method is charged (the “Account Owner”) has access to and control over the account and is responsible for any activity that occurs through the account. To maintain control over the account and prevent anyone from accessing the account, the Account Owner should maintain control over access to the Service and not reveal the password or details of the Payment Method associated with the account to anyone. Account owners are not allowed to share their account, log-in, or any other access-related credentials with any other party unless explicitly stated otherwise in the details related to the specific plan they purchased. Absent an explicit multi-user authorization, all accounts are intended for single-use only. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you and/or Eva. You must immediately notify us of any unauthorized use of your account. We will not be liable for any loss or damage from your failure to comply with this security obligation.
3. Confidentiality; Proprietary Rights
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to the Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i)to take reasonable precautions to protect such Proprietary Information, and (ii)not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three(3) years following the disclosure thereof or any information that the Receiving Party can document (a)is or becomes generally available to the public, or (b)was in its possession or known by it prior to receipt from the Disclosing Party, or (c)was rightfully disclosed to it without restriction by a third party, or (d)was independently developed without the use of 3any Proprietary Information of the Disclosing Party or (e)is required to be disclosed by law.
3.2 Customer shall own all right, title, and interest in and to the Customer Data. Company shall own and retain the all right title, and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business.No rights or licenses are granted except as expressly set forth herein.
4. Payment of Fees
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon fifteen(15) days prior notice to Customer (which may be sent by email). If the Customer believes that Company has billed the Customer incorrectly, the Customer must contact Company no later than 60days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department.
4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company immediately after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Legal and other expenses incurred by the Company to obtain payment of outstanding fees and other dues will be charged to the Customer. The customer shall be responsible for all taxes associated with Services other than U.S. taxes based on the Company’s net income.
4.3 Payment Methods. To use the Service you must provide one or more Payment Methods. You can update your Payment Methods by going to the “User Settings” page of our Website. Following any update, you authorize us to continue to charge the applicable Payment Method(s). You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.
4.4 Refunds: Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period.
4.5 If the Customer has been granted free reimbursement services, the Customer accepts these services are granted based on committing one year of subscription. In case the Customer terminates the contract earlier than 12 months after the free reimbursement services are granted, the Customer agrees to pay the service fees related to the free reimbursement service immediately upon termination of the contract.
4.6 In case the Customer is granted free reimbursement services due to their package, free reimbursement services are limited to $3000 annually. For the reimbursements that are exceeding $3000, there will be a 13% success fee charge.
4b CHANGES TO THE PRICE AND SUBSCRIPTION PLANS
The Company reserves the right to change the subscription plans or adjust pricing for the Service or any components thereof in any manner and at any time as they may determine in their sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to the Customer’s subscription plan will take effect following notice to you.
5.Term and Termination
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”) unless either party requests termination at least fifteen (15) days prior to the end of the then-current term.
5.2 Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of fifteen (15) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. Warranty and Disclaimer
The company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Indemnity for Breach of Terms of Use
Customer agrees to indemnify and hold the Company, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims, or expenses (including attorneys’ fees), made against the Company by any third party due to or arising out of or in connection with your use of the Service or Website.
8. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE Goods, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B)FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C)FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR(D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 3 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER ORNOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Third-Party Resources. The Website and the Service may contain links to third-party websites or other resources. Customer acknowledges and agrees that the Company is not responsible or liable for the availability, accuracy, content, or policies of third party websites or other resources. Links to such websites or resources are provided only as a convenience to the Customer and do not imply any endorsement by or affiliation with the Company. The customer acknowledges sole responsibility for and assumes all risk arising from, their use of any such third-party websites or resources.
9. Conditions for Company warehouse usage by the Customer
Conditions for Company usage will be only applicable in case the Customer decides to use Company warehouse for amazon preparation center, order fulfillment and returns management purposes. Any Goods accepted by Company shall constitute “Goods” under this Contract.
Customer agrees that all Goods shipped to and from Company shall identify Customer on the bill of lading or other contracts of carriage as the named consignee, in care of Company, and shall not identify Company as the consignee. If in violation of this Contract, Goods are shipped to Company as named consignee on the bill of lading or other contracts of carriage, Customer agrees to immediately notify the carrier in writing, with a copy of such notice to Company, that Company named as consignee is the “in care of party” only and has no beneficial title or interest in the Goods. Furthermore, Company shall have the right to refuse such Goods and shall not be liable for any loss, mis-consignment, or damage of any nature to, or related to, such Goods. The parties agree that, regardless of whether Company is incorrectly identified as named consignee, or Customer fails to notify the carrier of the incorrect identification on the bill of lading or other contracts of carriage, under no circumstances shall Company be considered the consignee for purposes of identifying the “importer” under 21 U.S.C. § 384a. The parties further agree that, regardless of whether Company is named as an “agent” for purposes of 21 U.S.C. § 350d or receives notification from the U.S. government with respect to confirmation of Company’S status as “agent” under 21 U.S.C. § 350d, under no circumstances shall Company be an agent for purposes of identifying the “importer”, The company shall not be responsible for complying with or performing the duties required of an “importer” under 21 U.S.C. § 384a. Whether Company accepts or refuses Goods shipped in violation of this Section 2, Customer agrees to indemnify and hold Company harmless from all claims for transportation, storage, handling and other charges relating to such Goods, including undercharges, rail demurrage, truck/intermodal detention, and any fines, penalties, costs and expenses (including attorney’s fees) and other charges of any nature whatsoever, resulting from Customer’S failure to comply with the requirements of Section 9
All Goods shall be delivered at the Company Company in a segregated manner, properly marked and packaged for storage and handling. The Customer shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired. Company is not a guarantor of the condition of such Goods under any circumstances, including, but not limited to hidden, concealed, or latent defects in the Goods. Concealed shortages, damage, inherent vice, or tampering will not be the responsibility of Company.
The storage month begins on the date that Company accepts care, custody and control of the Goods, regardless of unloading date or date of issue of Company receipt.
A full month’s storage charge will apply on all Goods received between the first and the 15th, inclusive, of a calendar month; one-half month’s storage charge will apply on all Goods received between the 16th and the last day, inclusive, of a calendar month, and a full month’s storage charge will apply to all Goods in the storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.
Instructions to transfer Goods on the books of the Company are not effective until delivered to and accepted by Company, and all charges up to the time transfer are made are chargeable to the Customer. If a transfer involves re-handling the Goods, such will be subject to a charge. When Goods in storage are transferred from one party to another through the issuance of a new Company receipt, a new storage date is established on the date of transfer. The Company reserves the right to move, at its expense, 14 days after the notice is sent by certified mail or overnight delivery to the Customer, any Goods in storage from the Company warehouse in which they may be stored to any other of Company’s facilities. Company will store the Goods at the Facility and may without notice move the Goods within and between, any one or more of the Company buildings which comprise the warehouse identified on the front of this Contract. Company reserves the right to require advance payment of all past, present, and future charges prior to removal of the Goods from the Facility. The Company may, upon written notice of not less than 30 days to the Customer and any other person known by the Company to claim an interest in the Goods, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, the Company may sell them in accordance with applicable law. If Company in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Company’s lien before the end of the 30-day notice period, the Company may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at a public sale held one week after a single advertisement or posting as provided by law. If as a result of a quality or condition of the Goods of which the Company had no notice at the time of deposit the Goods are a hazard to other property or to the Company warehouse or to persons, the Company may: i) sell the Goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the Goods, ii) return Goods freight collect, or iii) dispose of Goods. Pending such disposition, sale or return of the Goods, the Company may remove the Goods from the Company warehouse and shall incur no liability by reason of such removal. g) If, after a reasonable effort, Company is unable to sell the Goods pursuant to this Section, Company may dispose of the Goods in any lawful manner and shall incur no liability by reason of such disposition.
The handling covers the ordinary labor involved in receiving Goods at Company door, placing Goods in storage, and returning Goods to Company door. Handling charges are due and payable on receipt of Goods. Additional expenses incurred by the Company in receiving and handling damaged Goods and additional expense in unloading from or loading into cars or other vehicles, not at Company door will be charged to the Customer. Labor and materials used in loading rail cars or other vehicles are chargeable to the Customer. Customer shall indemnify, defend, and hold Company harmless from all loss, costs, penalties, claims, expenses (including reasonable attorney’s fees) for transportation, storage, handling, and other charges related to the Goods, including but not limited to undercharges, rail demurrage, truck/intermodal detention and other charges, asserted by any third party. Company shall not be liable to Customer for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless Company has failed to exercise reasonable care as determined by industry practice.
No Goods shall be delivered or transferred except upon receipt by the Company of Customer’s complete written instructions. Written instructions shall include, but are not limited to, E-Mail or similar communication, provided Company has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone or electronically in accordance with Customer’s prior written authorization, but the Company shall not be responsible for loss or error occasioned thereby. The Company shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges. When Goods are ordered out, a reasonable time shall be given to the Company to carry out instructions.
Company labor required for services other than ordinary handling and storage will be charged to the Customer. Special services requested by Customer including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of Goods; and handling transit billing will be subject to a charge. Dunnage, bracing, packing materials or other special supplies, may be provided for the Customer at a charge in addition to the Company’s cost. d necessary to identify the Goods affected, the basis for liability and the amount of the alleged loss or damage, as well as all appropriate supporting documentation. No lawsuit or other action may be maintained by the Customer or others against the Company for loss or damage to the Goods unless a timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of: (i) nine months after date of delivery by Company or (ii) nine months after Customer is notified that loss or damage to part or all of the Goods has occurred. c) When Goods have not been delivered, notice may be given of known loss or damage to the Goods by mailing of a letter via certified mail or overnight delivery to the Customer. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by Company.
With respect to any claim arising from or related to this agreement, or otherwise arising from the relationship of the parties, in no event will Company be liable for special, indirect, exemplary, punitive, or consequential damages of any kind, including but not limited to lost profits, lost sales, or damages due to business interruption, regardless of whether such damages were foreseeable or Company had notice of the possibility of such damages.
If Company negligently mis-ships Goods, the Company shall pay the reasonable transportation charges incurred to return the mis-shipped Goods to the Company Warehouse. If the consignee fails to return the Goods, Company’s maximum liability shall be for the lost or damaged goods as specified in this section, and Company shall have no liability for damages due to the consignee’s acceptance or use of the Goods whether such Goods be those of the Customer or another. Company shall not be responsible for chargebacks of any kind. Any and all claims made pursuant to this Section must be in compliance with the requirements set forth this section.
In the event a recall, field alert, product withdrawal or field correction (together, “Recall”) may be necessary with respect to any Goods provided under this Contract, Customer shall immediately notify Company in writing. Company will not act to initiate a Recall without the express prior written approval of Customer unless otherwise required by applicable laws. The cost of any Recall shall be borne by Customer. Customer shall indemnify and hold harmless the Company from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which Company pays or incurs as a result of a Recall.
Neither party shall be liable to the other for default in the performance or discharge of any duty or obligation under this Contract, except for Customer’S obligation to pay for services rendered by Company, when caused by acts of God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public enemy, civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce, failure to provide power by the utility provider, intentional or malicious acts of third persons or any other organized opposition, cyber-attacks, viruses, corruption, depredation, accidents, explosions, fire, water sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of import or export of Goods, closure of public highways, railways, airways or shipping lanes, governmental interference, order, regulation, or other action(s) by governmental authority, national, regional, or local emergency(ies), plague, epidemic, pandemic, outbreaks for infectious disease or any public health crisis, including but not limited to compliance with related practices required or recommended by governmental or health organizations (including but not limited to quarantine or other employee restrictions) or other contingency(ies), similar or dissimilar to the foregoing, beyond the reasonable control of the affected party. Upon the occurrence of such an event the party seeking to rely on this provision shall promptly give written notice to the other party of the nature and consequences of the cause. If the cause is one which nevertheless requires Company to continue to protect the Goods, Customer agrees to pay the storage or similar charges associated with Company’s obligation during the continuance of the force majeure. All Goods are stored, handled, and transported at Customer’s sole risk of loss, damage, or delay caused by any of the above.
Customer represents and warrants that Customer is lawfully possessed of the Goods and has the right and authority to store them with Company. Customer agrees to indemnify and hold harmless the Company from all loss, cost and expense (including reasonable attorneys’ fees) which Company pays or incurs as a result of any dispute or litigation, whether instituted by Company or others, respecting Customer’s right, title or interest in the Goods. Such amounts shall be charges in relation to the Goods and subject to Company’s lien.
Customer represents and warrants to Company that there are no known potential health, safety, and/or environmental hazards associated with the storage and handling of the Goods that have not been disclosed to and acknowledged by Company. Notwithstanding, Customer will provide Company with information concerning the Goods which is accurate, complete and sufficient to allow Company to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Customer will indemnify and hold Company harmless from all loss, cost, penalty, and expense (including reasonable attorneys’ fees) which Company pays or incurs as a result of Customer failing to fully discharge this obligation.
The Parties shall keep in confidence and not disclose to any third party (i) the terms of this Contract, and (ii) any confidential or proprietary information (“Confidential Information”) that either learns about the other Party, such as, but not limited to, the rates, value, origin, destination, or consignee of any Goods or shipment made hereunder. The Parties may disclose such terms and information to the extent required by law, to obtain financing, to substitute service providers to the extent necessary to provide such substitute service, or to auditors retained for the purpose of assessing the accuracy of freight bills. b) Company will maintain and enforce safety and physical security procedures with respect to its possession and maintenance of Confidential Information that comport with the standard of care outlined in Section 11 of this Contract, and which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure, removal or access of Confidential Information. Company will not be liable for any breach of security or unauthorized access affecting Confidential Information which could not be avoided by the exercise of such reasonable care.
If any provision of this Contract, or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this Contract shall not be affected thereby but shall remain in full force and effect.
Company’s failure to require strict compliance with any provision of this Contract shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Contract.
The provisions of this Contract shall be binding upon the heirs, executors, successors, and assigns of both Customer and Company; contain the sole agreement governing Goods tendered to the Company, and cannot be modified except by a writing signed by Company and Customer.
Customer shall not assign or sublet its interest or obligations herein, including, but not limited to, the assignment of any monies due and payable, without the prior written consent of Company.
Company shall have a general Company lien for all lawful charges for storage and preservation of the Goods; also, for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing coopering, and other charges and expenses in relation to such Goods, and for the balance on any other accounts that may be due. Company further claims a general Company lien for all such charges, advances, and expenses with respect to any other Goods stored by the Customer in any other facility owned or operated by Company. In order to protect its lien, Company reserves the right to require advance payment of all charges prior to shipment of Goods. Unless expressly stated otherwise in writing, Company will not subordinate its lien to any lender, financial institution, or any other third party.
10. Miscellaneous
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Company’s prior written consent. The company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.
Security. The privacy and protection of the Customer’s data are of the utmost importance to the Company. The Company takes all reasonable technical and organizational precautions to protect the confidentiality, security, and integrity of the Customer’s Personal Data. Although the Company uses multiple and various security measures to help protect the Customer’s Personal Data against loss, misuse, or unauthorized disclosure, Company cannot %100 guarantee the security of information transmitted to the Company over the Internet.
Storage. The Personal Data that the Customer provides to the Company is generally stored on servers located in the United States. If the Customer is located in another jurisdiction, the Customer should be aware that once the Personal Data is submitted through the Company’s Service, it will be transferred to the Company’s servers in the United States and that the United States currently does not have uniform data protection laws in place.
Retention. The company will retain the Customer’s information for as long as needed to provide the Customer with the service. If the Customer wishes to cancel the account or requests that Company no longer uses the information to provide the service, contact the Company at success@eva.guru. The company will retain only that information necessary to comply with the legal obligations, resolve disputes, and enforce the agreements.
International Users. The Service is controlled, operated, and administered by the Company from the offices within the USA and Canada. If the Customer accesses the Service from a location outside the USA, the Customer is responsible for compliance with all local laws. Customer agrees that they will not use the content accessed through the Website in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
Electronic Communications. When the Customer uses the Service or sends emails, text messages, and other communications from your desktop or mobile device to us, the Customer is communicating with the Company electronically. You consent to receive communications from the Company. The company will communicate with the Customer in a variety of ways, such as by email, text, or by posting notices and messages on this Website. Customer agrees that all agreements, notices, disclosures, and other communications that Company provides to the Customer electronically satisfy any legal requirement that such communications are in writing.
