These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online productivity tools and platform (the “Services”). If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a workspace set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services.

Before we begin...

These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. “We”, “our” and “us” refers to the legal entity Keltec Systems Ltd, registered in England and Wales.

If you purchase subscription(s) or other services as offered by us, invite users to those services, or use or allow use of those services after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. You must have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

Customer Choices

Who is customer?

“Customer” is the organization that your represent in agreeing to the Contract. If your workspace is being set up by someone who is not formally representing or affiliated with an organization, Customer is the individual creating the workspace.

Authorized users

Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Customer Data”). An Authorized User may access, use, disclose, modify or delete certain or all Customer Data, please review the Help Center for more information about how you may limit their access (where available).

Customer will inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and ensure the transfer and processing of Customer Data under the Contract is lawful.

Subscriptions

A subscription allows Authorized User access to the services. A subscription is required for each Authorized User. Each Authorized User must agree to the User Terms to access the Services.

A subscription may be procured through the eve platform, or in some cases, via an Order Form entered into between Customer and us (each, an “Order Form”). Subscriptions commence when we make them available to Customer or their Authorized User(s) and continue for the term specified in their billing account.

Purchasing decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have mdea available today and not on the delivery of any future functionality or features.

Beta testers

Customer may be offered the ability to opt-in as a beta tester to help us test new features. These features or pricing packages will be identified as “beta”, “pre-release”, “early access” or “earlybird”, or phrases or words with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime use so they are made available “as is”, and any warranties or contractual commitments we make for other Services do not apply.

Feedback

If Customer sends us any feedback or suggestions regarding the Services, Customer grants us (for itself and all of its Authorized Users and other Customer personnel) and unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.

Privacy Policy

We are committed to the security of your data. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Customer and Authorized Users

Use of the Services

Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the user Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. Customer must ensure that all Authorized Users are over 16 years old. Customer is solely responsible for providing high speed internet service for itself and its Authorized Users to access and use the Services.

Right of Removal

If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action or if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

Right of Refusal

We reserve the right, at our discretion, to decline an application to create an Eve account or other request to gain access to the Services. This may be due to technical constraints, Customer has been banned by us from using the Services or for any other reason. No charge will be made by us for declined applications.

Payment Obligations

Payment Terms

For Customers that purchase our services, fees are specified at the point of purchase and in the Order Form(s) - these must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. If Customer cancels or makes changes to their plan, Customer will remain responsible for any unpaid fees under their original plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax. Fees are subject to change and in the event of a change Customer will be notified within thirty (30) days of this change taking place and will have the option to terminate the Contract penalty-free before this fee change would take effect, provided that all other obligations as per the Contract, including outstanding invoices, have been met.

Credits

Any credits that may accrue to Customer’s account (for example, from a promotion or coupon code), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value and will not be transferable or refundable.

Trial Periods

If Customer is in a trial period and has provided Eve with credit card information, Customer will be automatically charged at the end of their trial period unless Customer terminates the Contract. Customer not entitled to more than one (1) free trial period, and if we discover Customer has requested more than one free trial period, Customer will be liable for payment of any subscription fees for all use of the Services made after the first free trial period.

Non-payment

If any fees owed to us by Customer (excluding amounts disputed reasonable and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, suspend any fee-based Services until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of “Providing the Services” section below, Customer acknowledges and agrees that a downgrade or suspension will result in a decrease of certain features and functionality and potential loss of access to Customer Data, as illustrated by our pricing plans, help center or Order Form(s).

Our Responsibilities

Providing the services

We will make the Services available to Customer and its Authorized Users as described in the Contract; and not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

The Services will perform materially in accordance with our then-current Help Center pages; and subject to the “Non-Payment” section, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”

Keeping the services available

As further described in our Help Center pages, for some of our Services, we may also offer specific uptime commitments paired with credits, if we fall short. In those cases, the credits will serve as liquidated damages and will be Customer’s sole remedy for the downtime and related inconvenience. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. 

Protecting Customer Data

We are committed to protecting Customer Data, so we will maintain administrative, physical and technical safeguards at a level to a reasonable degree as determined by us. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our Personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control or when Customer chooses to use unencrypted gateways to connect to the Services. We are not responsible for what Customer’s Authorized Users do with Customer Data, that is Customer’s responsibility.

Your Customer Data will never be made publicly available, unless explicitly stated otherwise in the Contract, to others outside of your workspace and the Eve Extended Family (defined below). Customer Data may be used in calculations, processes, aggregations or otherwise; and distributed, exported or displayed to other Customers - the Customer Data used for these purposes will never be individually identifiable and is only used to improve the eve experience for all Customers.

Eve Extended Family

We may leverage our employees, those of our corporate affiliates and third party contractors (the “Eve Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Eve Extended Family’s compliance with our obligations under the contract.

Who owns what

Your Data

Customer will retain ownership of all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Eve Extended Family a worldwide, non-exclusive, limited term license to perform, display, reproduce, prepare derivative works from, distribute, sell, sublicense, transfer and otherwise use without restriction all or any such Customer Data. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

Our Data

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available as part of the services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Contract Term

A subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

Auto-renewal

Unless an Order Form says otherwise, (a) all subscriptions automatically renew without prior notification to Customer and without the need to execute a renewal Order Form or otherwise actively continue the Subscription, for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Informational data

Any data calculated, generated or otherwise provided to Customer by Eve is for informational purposes only. We do not offer any guarantee on the quality, validity, accuracy, completeness or suitability of any information provided. We shall have no liability for the accuracy of the information and cannot be held liable for any third-party claims or losses of any damages. If, for example, we display a weather metric saying that the weather will be sunny, this does by no means guarantee it will be sunny and you should still take appropriate precautions.

Representations; Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE EVE EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE EVE EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well as the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Indemnification

Our indemnification of Customer

We will defend Customer from and against any and all third party claims, actions, suits, proceedings and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the Eve Extended Family for, any Claim Against Customer.

Customers Indemnification of Us

Customer will defend Eve and the members of the Eve Extended Family (collectively, the “Eve Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the Eve Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Eve Indemnified Party in connection with or as a result of, and for amounts paid by an Eve Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defense and settlement of such matter. This section states your sole liability with respect to, and the Eve Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

Limitations on Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential information of Customer includes Customer Data. If something is labeled “Confidential”, that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without a breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors and bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled access or disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback”, “Right of Removal”, “Payment Terms”, “Credits”, “The Eve Extended Family”, “Your Data”, “Our Data”, “Effect of Termination,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

General Provisions

Publicity and use of trademarks

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public and private communications with our existing or potential customers, partners or affiliates, current or future, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time and upon request. If Customer wishes not to be listed, Customer may email us at contact@eve.io stating that it does not wish to be used as a reference.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting, service or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationships of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Emails and Notifications

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g. an in-app notification) or via SMS to Customers’ registered phone number. Notices to Eve should be sent to contact@eve.io, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@eve.io. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the services.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract (except any pre-existing Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the means set in the previous section. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in the writing and signed by an authorized representative of the party being deemed to have granted this waiver.

Severability

The Contract will be enforced to the fullest extent permitted under any applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except with respect to the Eve Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying eve of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the COntract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will band and inure to the benefit of the parties, their respective successors and permitted assigns.

Jurisdiction

The Contract, and any disputes arising out or related hereto, will be governed exclusively by the governing law of England, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts location in Lancashire, United Kingdom will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire agreement

The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the COntract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

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