Terms" ) governs your use of Evercycle.io (the “Sites”), which is operated by Evercycle, Inc (“Evercycle”, “we”, “us”, “our”).
In some instances, both these Terms and separate terms setting forth additional conditions may apply to a service or product offered via the Sites (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
By visiting or otherwise using the Sites, you acknowledge and accept these Terms, including the binding arbitration terms in Section 7, and any applicable Additional Terms.
These Terms set forth a legally binding agreement between you and Evercycle and govern your use of the Sites; these Terms limit Evercycle’s liability to you and require you to indemnify us and to settle certain disputes through individual arbitration. Please note that these Terms do not affect your mandatory statutory rights under applicable laws, to the extent that such rights apply to you and cannot be limited or excluded. If you do not agree to these Terms and any Additional Terms, do not use the Sites.
These Terms are subject to change without notice, in our sole discretion. Changes to these Terms will be in effect as of the “Last Updated” date at the top of this page. Your continued use of the Sites after the “Last Updated” date constitutes your acceptance and agreement to such changes.
OWNERSHIP AND USE OF THE SITES AND MATERIALS
Intellectual Property. The Sites may contain materials and other items relating to Evercycle, including the layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, and the “look and feel” of the Sites including all copyrights, patents, trademarks, service marks, trade names, and all other intellectual property rights therein (together the “Materials”), are owned and controlled by Evercycle, our licensors or certain other parties. All rights, title, and interest in and tothe Materials available via the Sites are the property of Evercycle or our licensors orcertain other parties, and are protected by U.S. and international copyright, trademark, trade dress, and/or other intellectual property rights and laws to the fullest extent possible.
Limited License. Subject to your strict compliance with these Terms, Evercycle grants you a limited, non-exclusive, revocable, non-commercial, non-assignable, personal, and non-transferable license to display, view, use, or play the Sites or Materials on a personal device. The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, any Materials. Your unauthorized use of the Materials may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
Reservation of Rights. All rights not expressly granted to you are reserved by Evercycle and its licensors. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Sites and Materials for any purpose is prohibited.
Sites Availability. Evercycle in its sole discretion and without advance notice or liability, may immediately suspend or terminate the availability of the Sites and/or Materials, in whole or in part, for any reason.
Account Registration. If you register an account on the Sites, you are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your account. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use thereafter. You will not sell, transfer, or assign your account or any account rights.
OTHER ONLINE SERVICES
Portions of the Sites may link to other websites, platforms, and apps that we do not control (“Other Online Services”). We are not responsible for Other Online Services or their content, advertisement(s), apps, or websites. Similarly, we may make ads and non-Evercyclecontent or services available to you on or via the Sites. Please note that Other Online Services have their own privacy policies and terms of use and Evercycle is not responsible or liable for these policies or terms.
BUSINESS TRANSACTIONS
We reserve the right to sell or transfer any information we obtain through the Sites in connection with any joint venture, partnership, merger, or other collaboration with another organization, or in the event we sell or transfer all or a portion of our business or assets (e.g., further to are organization, liquidation, or any other business transaction, including negotiations of such transactions).
MARKETING MESSAGES
We may email you marketing communications, which you may opt out of by following the instructions contained in our promotional emails. Please note that even if you opt out of receiving marketing communications, we may still send you transactional emails.
RESTRICTIONS AND PROHIBITED USES
You agree that you will not engage in:Violating the rights of Evercycle or others:Modifying, or creating derivative works based on, content in the Sites.
Using the content in any manner: (a) suggesting an association with any other products, services, or brands (b) that is likely to cause confusion among users,(c) that disparages or discredits Evercycle, (d) that is otherwise exploitative for any commercial purpose; or (e) that otherwise infringes our intellectual property rightsDeveloping functionally similar products or services to the Sites.
Copying, modifying, reproducing, archiving, selling, leasing, renting, exchanging, creating derivative works from, publishing by hard copy or electronic means, publicly performing, displaying, disseminating, distributing, broadcasting, retransmitting, circulating, or transferring to any other party, or otherwise use or exploit content in the Sites in any way for any purpose except as specifically permitted by these Terms and Additional Terms. Violating the law, contracts between you and us or our vendors, or engaging in fraudulent behavior
Using unauthorized technical tools or circumventions or exploiting the Sites design:Using, or facilitating the use of, any unauthorized third-party software (e.g., bots, mods, hacks, and scripts) to modify or automate operation within the Sites whether for yourself or for a third party.
Downloading content to a database for any reasonDecomposing, disassembling, or reverse engineering any part of the Sites, or otherwise use the Sites for any purpose other than those provided for by us and in conjunction with the operations of the Sites.
Attempting to circumvent any restriction in the Sites based upon geography or other restriction imposed by usInterfering with or circumventing any security feature (including any digital rights management mechanism, device, or other content protection or access control measure)Attempting or gaining unauthorized access to any network or computer through the SitesHarvesting, scraping, or otherwise collecting or storing any content or information, including personal information, from the Sites. Engaging with controls that is against the Sites intended design. This includes not exploiting bugs
You agree that if you submit any personal information of another person to Evercycle or to the Sites, you represent and warrant that you are authorized to provide that individual’s personal information to Evercycle.
SITES ACCURACY AND AVAILABILITY
We do not warrant that specifications, pricing, or other content on the Sites are complete, accurate, reliable, current, or error-free. We make no warranties as to the availability or accessibility of the Sites, and (except as otherwise set out in these Terms) we will not be liable for any damages, loss, costs, or expenses incurred by you as a result of any lack of availability or accessibility of the Sites.
ARBITRATION AND DISPUTE TERMS
If a dispute arises between you and Evercycle, you and Evercycle agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Sites through binding arbitration or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly at support@Evercycle.io to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
If we cannot resolve a dispute within sixty (60) days of receipt of the notice then, to the fullest extent permitted by applicable law, disputes shall be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), in the Illinois, conducted before a single arbitrator pursuant to its rules (including, but not limited to the AAA’s Consumer-Arbitration Rules, available at the ADR Consumer site), except that we may seek injunctive or other appropriate relief in any state or federal court.
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Evercycle agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement.
To begin an arbitration proceeding, you must submit the dispute by utilizing the forms available at ADR Consumer site, and simultaneously sending a copy of the completed form.
WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. You hereby consent to, and waive, all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of San Bernardino California. Any dispute shall otherwise be governed by the internal laws of in the Illinois without regard to the Illinois’s choice of law principles, except that the provisions of this agreement concerning arbitration shall be governed by the Federal Arbitration Act. The arbitrability of disputes shall be determined by the arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
You and Evercycle also agree that disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. The arbitrator may award relief (including injunctive relief) only on an individual basis.
In the event the AAA is unavailable or unwilling to hear the dispute, you and Evercycle shall agree to, or a court shall select, another arbitration provider. But if, for any reason, any court with competent jurisdiction or an arbitrator holds that this Section is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the dispute must be brought exclusively in court as follows.
YOU AND Evercycle AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND Evercycle AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT BY DELIVERY OF WRITTEN NOTICE WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
INDEMNITY
As permitted by applicable law, you agree to, and you hereby, defend (if requested by Evercycle), indemnify, and hold the Evercycle Parties (defined below in Section “Disclaimer Of Representations And Warranties”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Evercycle Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your use of the Sites and your activities in connection with the Sites; (ii) your breach or alleged breach of these Terms or any applicable Additional Terms; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Sites or your activities in connection with the Sites; (iv) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any intellectual property, publicity, privacy, or other right of any person or entity; (v) any misrepresentation made by you; and (vi) the Evercycle Parties’ use of the information that you submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by Evercycle Parties in the defense of any Claims and Losses. Notwithstanding the foregoing, the Evercycle Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. Evercycle Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Evercycle Party. This Section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SITES IS AT YOUR SOLE RISK AND THE SITES IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, Evercycle AND THEIR DIRECT AND INDIRECT PARENTS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, AGENTS, VENDORS, LICENSORS, LICENSEES, CONTRACTORS, CUSTOMERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “Evercycle PARTIES”) HEREBY DISCLAIM AND MAKE NO REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, OR PROMISES, EXPRESS OR IMPLIED, IN CONNECTION WITH, OR OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO, WITHOUT LIMITATION, THE SITES, MATERIALS, OR OTHER Evercycle PRODUCTS OR SERVICES, EXCEPT AS SET FORTH BELOW.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE Evercycle PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF OTHER PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
LIMITATIONS OF OUR LIABILITY
AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE Evercycle PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the Sites, Materials, or other Evercycle products or services.
The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if the Evercycle parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Sites).
AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Evercycle PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOUHAVE PAID Evercycle IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).
GENERAL PROVISIONS
Severability. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions (and the remainder of the provision in question) shall be unaffected.
Entire Agreement. Except for any Additional Terms that apply to your use of the Sites as we may notify or make available to you, this is the entire understanding between you and us regarding the use of the Sites, and supersedes all prior and contemporaneous agreements and understandings between you and us regarding this subject matter.
Assignment. These Terms and all of your rights and obligations under the Terms are not assignable or transferable by you without our prior written consent. We may freely assign, transfer, or delegate these Terms or any of our rights and obligations under them.
Termination or Changes. To the extent permitted by law, we reserve the right to terminate your access to and use of the Sites and any of its features in our sole discretion, without notice and liability, including, without limitation, if we believe your conduct fails to conform to these Terms or any Additional Terms that may be provided to you or agreed upon between you and us.
We also reserve the exclusive right to modify, withdraw, suspend or discontinue, temporarily or permanently, at any time and from time to time, any Materials, information or content available on the Sites, without limitation, in whole or in part, including the cessation of all activities associated with the Sites, with or without notice. You agree that we will not be liable to you or to any other party for any modification, suspension or discontinuance of the Sites or any part thereof. We also reserve the right to charge for use of the Sites, in whole or in part, and to change its fees from time to time in its discretion.
No Waiver. Our failure or delay to exercise or enforce any right, remedy, or provision of these Terms or any other legal right will not operate as a waiver of such or any other right, remedy, or provision.
Investigations; Cooperation with Law Enforcement. Evercycle reserves the right to investigate and prosecute any suspected or actual violations of these Terms. Evercycle may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.
Electronic Contracting. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Sites it is intended to be an electronic signature which binds you as if you had signed on paper.
You agree that your use of the Sites constitutes agreement to these Terms, and any applicable Additional Terms, then posted without further action by you.
Force Majeure. We will not be liable to you for failing to perform our obligations under or arising out of these Terms or any applicable laws or regulations because of any event beyond our reasonable control.
CONTACT INFORMATION
If you have any questions or concerns you may contact us by emailing support@evercycle.io.
