Terms and Conditions

Last Updated August 13, 2023

1.SaaS Services and Support

1.1 Subject to the terms of this Agreement, the Company “Eva Commerce, Inc 5770 Aster Meadows Pl, San Diego, CA 92130” will use commercially reasonable efforts to provide Customer with the Services. As part of the registration process, the Customer will identify an administrative username and password for the Customer’s Company account. The company reserves the right to refuse registration or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customers with reasonable technical and business support services in accordance with the Company’s standard practice.

2. Eva Software 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.

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. It 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, 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 full legal 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 access-related credentials with any other party unless explicitly stated otherwise in the details related to the specific plan they purchased. 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.

2.6 No Poaching of Employee

The Customer and Company (Parties)  hereby agree not to solicit, hire, engage, or otherwise employ (whether as an employee, independent contractor, consultant, or otherwise) any current employee of the other party or any individual who was employed by the other party within one year before the effective date of this agreement, without the express written consent of the other party. This restriction applies during the term of this agreement and for a period of one year following its termination or expiration.

Should any party breach this provision, they recognize and agree that such a breach may cause irreparable harm to the other party. In the event of a breach, the breaching party shall be liable to the other party for monetary damages in the amount of $100,000 (one hundred thousand dollars) without prejudice to the other party’s right to seek additional injunctive relief or any other remedies available under law or equity.

2.7 No Poaching of Customer’s Clients: Eva hereby agrees that for a period of one (1) year from the effective date of this Agreement, it shall not, directly, solicit, divert, or accept any business from, or actively seek to persuade to cease doing business with, any client connected to the Eva Platform who is a client of the Customer, with whom Eva has had contact or about whom Eva has had access to confidential information as a result of the relationships established under this Agreement. A breach of this clause by Eva shall result in liquidated damages in the last-year total invoice amount payable to the Customer, in addition to any other remedies available under law.

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 the Company includes non-public information regarding the Service’s features, functionality, and performance. 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 before 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 rights, titles, and interests 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, the 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 from there). 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”). Suppose 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). In that case, Customer shall be billed for such usage and 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. Suppose the Customer believes that Company has billed the Customer incorrectly. In that case, the Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared 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 collection expenses 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 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 to pay your subscription fee. You remain responsible for any uncollected amounts. Suppose payment is not successfully settled due to expiration or insufficient funds, and you do not cancel your account. In that case, 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 fees for processing your Payment Method. Check with your Payment Method service provider for details.

4.4 Refunds: No refunds or credits will be provided for partially used periods, and payments are non-refundable. If you cancel, you will still have access to the service until your current billing period ends. Charging back payments made through Direct Debit will be considered fraudulent, and the company will seek the full contract value plus an additional 50% of the contract value. A fixed fee of $5000 will be charged to cover any damage and legal expenses.

4.5 If the Customer has been granted free reimbursement services, the Customer accepts these services are granted based on committing to one year of subscription. Suppose the Customer terminates the contract 12 months after the free reimbursement services are granted. In that case, the Customer agrees to pay the service fees related to the free reimbursement service immediately upon contract termination.

4.6 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 declaration of such changes on eva pricing page with the url https://eva.guru/pricing/

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 thirty (30) days before termination.

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 after that Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement that 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


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 (3PL Customers)

9.1 Conditions for Company usage will only apply if the Customer decides to use the Company warehouse for Amazon preparation center, order fulfillment, and returns management purposes. Any Goods accepted by Company shall constitute “Goods” under this Contract.

9.2 In these Terms and Conditions, “Goods” means the goods delivered to the Warehouseman for storage and cross-docking, unloading, breakdown, repacking, reloading, and forwarding; “Company” means the issuer of this receipt, its employees, servants, successors, and assigns; and the words “owner,” “storer,” or “depositor” or “Company” shall mean the party for whose account the Goods are being stored. 

9.3 Subject to the legislation in force governing warehouse receipts in the province where the goods covered by this Receipt are stored, this Receipt, including the Terms and Conditions hereinafter set out, when delivered or mailed to the owner or depositor of the goods at his address last known to the warehouseman, shall constitute the contract between the owner or depositor and the warehouseman; provided that the owner or depositor may within twenty days after such delivery or mailing, notify the warehouseman in writing that he does not accept the contract and forthwith after that shall pay the warehouseman’s lien for charges and remove the goods. If such notice is not given, then this Receipt constitutes the contract. This contract may be canceled by either party upon 30 days’ written notice and is canceled if no storage or other services are performed under this contract for a period of 180 days. Tender for Storage – Section 3 All Goods tendered for storage shall be delivered at the warehouse properly marked and packed for handling. The storer shall furnish, at or before 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. 

9.4 All advances and charges are due and payable before delivery or transfer of the stored goods. The warehouseman shall have a lien upon, right of retention, and security interest in all goods of the storer at any time heretofore and hereafter deposited by storer in any warehouse owned or operated by the warehouseman. Such lien, right of retention and security interest shall be for all charges, advances and expenses in relation to such goods of storer, whether or not heretofore released from the warehouse. In the event of nonpayment of any such amounts, the warehouseman has the right, after one week notice, to sell or otherwise dispose of the goods in any manner he may reasonably think fit to satisfy his lien. 

9.5 Any charge made with respect to the goods covered by this receipt shall conform to the warehouseman’s quotation and tariff in effect when the service is performed. 

9.6 The storer may, subject to the warehouseman’s security and insurance regulations and other reasonable limitations, have access to the goods at any reasonable time, provided at least 48 hours written notice is given and provided the storer or its authorized representative is accompanied by an employee of the warehouseman, whose time shall be an additional charge to the storer. 

9.7 It is the storer’s responsibility to provide the warehouseman in advance with detailed, written information and instructions on any of its Goods that may be considered hazardous, whether or not they are regulated under the Transportation of Dangerous Goods Act or other applicable legislation. If the storer fails to do so, the warehouseman shall have the right to refuse to accept such Goods when tendered for storage or other services and shall not be liable for any loss, misconsignment or damage of any nature to such Goods. The storer warrants that the Goods, the packaging and marking thereof comply in all respects with the provisions of any federal or provincial legislation or regulations governing the handling or storage of dangerous goods. The Depositor assumes all liability for costs incurred and/or damages resulting from storer’s failure to do so. The storer shall indemnify, defend and hold the warehouseman (including its officers, directors, parent and affiliated companies, employees, servants and agents) harmless from and against any loss, liability, damage, penalty, demand, expense, claim of whatever type or nature by or on behalf of any person, including but not limited to damage or destruction of property or injury (including death) to any person, arising out of the Goods being stored at the Warehouse facility or tendered for transportation or handled by third parties retained by the warehouseman. 

9.8 No explosive or other dangerous article that may, in the opinion of the warehouseman, create a condition hazardous to any personnel or goods in the warehouse shall be delivered to the warehouse and any such article may, upon being discovered, be destroyed, dumped, sold or otherwise disposed of as the warehouseman reasonably sees fit, the whole at the risk and expense of the owner and/or depositor. The warehouseman shall have the right to require the removal from its premises of any other goods of any kind or description, at any time, without stated reasons, upon written notice of not less than thirty (30) days from the end of the current storage month. 

9.9 (a) The responsibility of the warehouseman is the reasonable care and diligence required by the laws of the province where the goods are stored. (b) The quality, condition, contents, and value of goods stored are not known to the warehouseman except as declared by the storer and described on the face of the Receipt. (c) Goods covered by the Receipt are not insured by the warehouseman. (d) Without limiting the generality of the foregoing, it is specifically declared that: (i) All goods are stored at the owner’s risk of loss, damage or delay in the delivery caused by or through inaccuracies, obliteration or absence of marks, numbers, address or description, act of God, irresistible force, enemies of the Queen, civil or military authorities, insurrection, riot, strikes, picketing or any other labour trouble, water, steam, sprinkler leakage, floods, rain, wind, storm, fire, frost, vermin, heating or corruption, deterioration, drainage, dampness, rust, decay, collapse of the building, inevitable accident, depreciation or perishing by elapse of the time, changes in temperature, contact with or odours from other goods, inherent defects, lack of any special care or precaution, injury to articles insufficiently protected or arising from the nature of the goods, loss in weight, insufficient cooperage, boxing, crating or packing, ordinary wear and tear in handling, leakage, concealed damage, or any cause beyond the control of the company or failure to detect any of the foregoing. All storage and other applicable charges must be paid on goods stored for an additional time, or lost or damaged by any of the above causes. (ii) The legal liability of the warehouseman shall be strictly limited to the lesser of the monetary amount of the damage incurred or 10 times the monthly storage rate on any one package or stored unit with the contents (or, in cases where the warehouseman’s charges are calculated for other than actual storage, maximum $5 per unit) unless the owner specifically requests a higher limit in writing and declares an excess value, in which case the warehouseman may, at his option, accept liability and assess an additional charge to the monthly storage or another applicable rate. (e) Where loss or injury occurs to stored goods, for which the warehouseman is not liable, the storer shall be responsible for removing and disposing such goods and the cost of any environmental cleanup and site remediation resulting from the loss or injury to the goods. (f) The warehouseman shall not, in any event, be liable for any claim of any type whatsoever with respect to the stored goods unless such claims is presented in writing within a reasonable time, not exceeding 30 days after the storer learns of, or, in the exercise of reasonable care, should have learned of the loss, damage or destruction of said goods. 

9.10 (a) All incoming shipments should be consigned to the storer, c/o the warehouseman, freight prepaid. The warehouseman reserves the right to refuse acceptance of any goods improperly consigned or shipped freight collect and shall not be liable or responsible for any loss, injury or damage of any nature to or related to, such goods. (b) If a checker is not furnished by the storer or transportation company, the warehouseman’s load or unload count shall be conclusively deemed to be correct. (c) The warehouseman shall have no responsibility for errors resulting from the corruption of electronically transmitted data, or from verbal or telephoned shipping instructions, unless written confirmation of such instructions is received not less than twenty four hours prior to the shipment of the goods. (d) When errors in shipment occur, any liability of the warehouseman shall be strictly limited to the transportation costs involved to rectify any such error, and shall not, under any circumstances, include liability for damages due to the acceptance or use of said goods. (e) The warehouseman shall not be responsible for delays in loading nor unloading railway cars, trailers or other containers, nor for demurrage charges or other time penalties arising from any delay which cannot reasonably be avoided by the company in the normal course of its business. (f) Warehouseman shall not be liable for loss of goods due to inventory shortage or unexplained or mysterious disappearance of goods unless storer establishes such loss occurred because of warehouseman’s failure to exercise the care required of warehouseman under Section 9 above. (g) Storer represents and warrants that depositor is lawfully possessed of the goods and has the right and authority to store them with the warehouseman. Storer agrees to indemnify and hold harmless the warehouseman from all loss, cost and expense (including reasonable lawyers’ fees) which warehouseman pays or incurs as a result of any dispute or litigation, whether instituted by warehouseman or others, respecting storer’s right, title or interest in the goods. Such amounts shall be charges in relation to the goods and subject to warehouseman’s lien. (h) Warehouseman shall not be liable for any loss of profit or special, indirect, or consequential damages of any kind. (i) If any provision of this receipt, or any applicable 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 receipt shall not be affected thereby but shall remain in full force and effect. Warehouseman’s failure to require strict compliance with any provision of the receipt shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provisions of this warehouse receipt. The provisions of this warehouse receipt shall be binding upon the storer’s heirs, executors, and, cannot be modified except in writing signed by the warehouseman. (j) The Parties agree that these Terms and Conditions shall be governed by the law of the Province within United States of America, in which the Warehouse Facility is located. By accepting the services provided under these Terms and Conditions, the storer irrevocably attorns to the exclusive jurisdiction of the Courts of that Province. (k) Documents, including this receipt, may be issued either in physical or electronic form at the option of the Parties.

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 the Company no longer uses the information to provide the service, contact the Company at success@eva.guru. The company will retain only the 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. If the Customer accesses the Service from 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 various ways, such as by email, text, or 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.