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Terms of Service - Legacy Product

Last Updated February 2, 2024.

These Legacy Terms of Service – Legacy Product (“Legacy Terms”) are a binding agreement between Evosus, Inc., (“Evosus”, “us” or “we”) and you as an Evosus client subscribed to the Legacy Product (“Client” or “you”). The Evosus legacy product and software is an on-premise and cloud-based software that provides subscribed Clients with business management software and services to help them streamline and grow their businesses (the “Legacy Product”) through evosus.com (the “Site”) and related merchant products (“Products”) located at lou.store (the “LOU Store”) (collectively, the “Legacy Services”). References to “you” or “Client” herein include you personally and/or your business, organization, or other entity using the Legacy Services. You and Evosus may be individually referred to herein as a “Party” and collectively as the “Parties”.

PLEASE NOTE THAT THE LEGACY PRODUCT IS NO LONGER AVAILABLE FOR NEW EVOSUS CLIENTS. THESE LEGACY TERMS OF SERVICE ONLY APPLY TO CLIENTS WHO HAVE PREVIOUSLY PURCHASED THE LEGACY PRODUCT AND LEGACY SOFTWARE AND WISH TO CONTINUE THEIR USE AND ACCESS SUPPORT. EVOSUS WILL DISCONTINUE SUPPORT FOR THE LEGACY PRODUCT AND LEGACY SOFTWARE USERS AFTER DECEMBER 31, 2026 ("EXPIRATION DATE").

The Evosus Privacy Policy, Data Processing Addendum, Service Level Agreement, and EULA: Evosus® Legacy Software (collectively, the “Entire Agreement”) also govern your use of the Legacy Product and are incorporated into these Legacy Terms by reference. Additional terms and conditions may be presented to you for your acceptance as a condition to access and use certain Legacy Services, each of which is incorporated into these Legacy Terms by this reference.

These Legacy Terms govern your use of the Legacy Services only, and all other Evosus products and services other than the Legacy Product in any combination (the “Evosus Services”) are governed by separate agreements.

By purchasing, subscribing to, or accessing the Legacy Services, you agree to comply with these Legacy Terms in their entirety. If you do not agree with these Legacy Terms, you may not use the Legacy Services. EVOSUS PROVIDES THE LEGACY SERVICES SPECIFIED HEREIN SOLELY PURSUANT TO, AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH, THESE LEGACY TERMS. If you have any questions about these Legacy Terms or the Legacy Services, please contact us at support@evosus.com.

In consideration of mutual promises and full access and use of the Legacy Services, and upon the terms and conditions set forth below, the Parties agree as follows:

  1. LEGACY PRODUCT AND LEGACY SERVICES

    Evosus provides you the Legacy Product and the Legacy Services to streamline and automate certain of your business procedures. You may use the Legacy Services only as permitted by law, including applicable export and re-export control laws and regulations.

    You represent that you are (a) doing business in the United States, Australia, New Zealand, the Cayman Islands, or Canada; (b) over the age of eighteen (18); and (c) have read, understood, and agree to be bound by the Legacy Terms, regardless of the device or platform by which you access any of the Legacy Services. If you do not agree to the Terms or are under the age of eighteen (18), you may not use the Legacy Services.

  2. CLIENT ACCOUNT

    By using the Legacy Services, you agree (a) to provide a valid e-mail address; (b) to provide accurate information, including but not limited to your location, phone number, number of employees, business address, and type of business if requested; (c) to keep confidential, all aspects of your information and access to the Legacy Product; (d) that you are responsible for any and all uses of the Legacy Product through your account or your Users’ credentials, whether or not you authorized such use; (e) to keep confidential all aspects of other Users that you may have authorized access to; (f) to immediately notify Evosus in writing of any unauthorized use of your Legacy Product; and (g) that you will not use the Legacy Services for any unlawful or otherwise prohibited activity.

    You agree to keep confidential within your business all login credentials and you shall notify Evosus immediately of any actual or perceived unauthorized use of your copy of the Legacy Product. You are responsible for all activities that occur under your Legacy Product License (defined below), whether or not you know about such activities. You shall not authorize any other person or entity to use your login credentials unless they are your employee or authorized agent. If you become aware of any unauthorized activity on the Legacy Services, you are required to notify Evosus immediately by creating a case on support.evosus.com. Evosus is not liable for any misuse of your Legacy Product or the data stored therein by an unauthorized party unless the unauthorized use arises directly from Evosus gross negligence.

  3. USERS

    Your authorized and registered users of the Legacy Services may be individuals (“Individual Users”) or businesses (“Business Users”) (collectively, your “Users”). You agree to these Legacy Terms on behalf of yourself as the Client and all of your Business Users and Individual Users to which you provide access to the Legacy Services. If you use the Legacy Services on behalf of a business as a Business User, your business hereby accepts these Legacy Terms and is liable for any breach or violation of any terms or conditions herein. Each User agrees to hold harmless and indemnify Evosus and its affiliates, partners, officers, agents, and/or employees from any claim, suit, or action arising from or related to its use of Legacy Services or violation of these Legacy Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and reasonable attorney's fees.

  4. USE OF LEGACY PRODUCT & PRODUCTS

    a. Legacy Product: You may access and use the Legacy Product on a PC and/or laptop by purchasing an on-premises server or leasing server space (“Legacy Product Server”). Once you have licensed the Legacy Product, you can then set up the Legacy Product Server so that it can run Evosus software (“Software”). You may also then download a copy of the Software to the Legacy Product Server, subject to any restrictions in this Agreement or the End User License Agreement. Please note that with the exception of Evosus Mobile Service, our Legacy Product is not compatible with mobile devices, tablets, or Mac devices. By using the Legacy Product, you shall also agree and comply with the terms and privacy policies of any third party hosting service we may use, including without limitation, Google Cloud and Microsoft Azure. Information provided through the Legacy Product may be collected, recorded, stored and/or maintained by Evosus for business purposes and business analytics. For further information about your information collected from the Legacy Product, please review our Privacy Policy at evosus.com/privacy. Device information, such as IP addresses and location, may be collected in order to improve our business, analyze data and for internal business purposes only.

    b. Products: Some Products (e.g., hardware bundles, training programs, and consulting services) can be purchased at the LOU Store at lou.store.

  5. USER CONTENT

    a. User Content: By transmitting or submitting any User Content while using Legacy Services, you affirm, represent, guarantee and warrant that such transmission or submission is (i) accurate and up-to-date; (ii) not in violation of any applicable laws, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the User Content; (iii) free of viruses, adware, spyware, worms or other malicious code; and (iv) you acknowledge and agree that any of your Personal Information within such content will at all times be processed by us in accordance with our Privacy Policy. For purposes of these Legacy Terms: (i) As used in this paragraph, “User Content” means any text, software, scripts, graphics, photos, sounds, music, videos, logos, audiovisual combinations, interactive features and other materials one may view on, access through, or contribute to the Legacy Services that you or your User provide to be made available through the Legacy Services.

    b. License: You retain all right and title to your User Content. In consideration for your use of the User Content features on the Legacy Services, you grant to Evosus an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Content in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Evosus, our products and the Legacy Services. You acknowledge that Evosus may modify the User Content for any purpose. However, Evosus has no obligation to use any User Content, and our use of any User Content does not create or imply any endorsement of or affiliation with you.

    c. Restrictions: User Content must not (a) misrepresent your identity or affiliation with any person or organization; (b) seek to collect others’ Personal Information by any means; (c) seek to transmit chain letters, or bulk or junk email; (d) relate to contests, sweepstakes, or other sales promotions; (e) include information that may be used to track, contact, or impersonate another; (f) infringe any intellectual property or other proprietary rights of Evosus or any other person; (g) seek to harm or exploit children; (h) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (i) violate the legal rights of Evosus or any other person or entity, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (j) be otherwise objectionable as determined by Evosus at our sole discretion.

    d. Removal: At any time, you may, cancel, remove or change your User Content by editing or specifically deleting it. However, in certain instances, some of your removed or edited User Content may not be completely removed, and copies of your User Content may continue to exist on our systems. Copies, or meta copies, of User Content and information are solely used for purposes associated with the Legacy Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content at any time.

    e. Monitoring: Your User Content and the contents of all of your online communications and other data on the Legacy Services may be accessed and monitored as necessary to provide Legacy Services, and also may be disclosed: (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where we believe that the Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health and/or safety of Client, another person or the public generally; and (v) in order to protect our rights or property, including to enforce these Legacy Terms. By entering into these Legacy Terms, you hereby provide your irrevocable consent to such monitoring, access, and necessary disclosure. We will only disclose information that is necessary and required for the purpose at hand. See our Privacy Policy for further disclosure policies on User Content and personally identifiable information.

    f. Third-Party Rights: We take the rights of others very seriously. If you are concerned that any User Content on the Legacy Services is improper or infringing, please contact marketing@evosus.com. If you would like the User Content removed, please provide: (i) a detailed description of the objectionable content, including where it is located on the Legacy Services; (ii) a statement that you have a good faith belief that the poster does not have permission to use the said objectionable content; (iii) a statement that you are the owner, or exclusive agent of the owner, of the objectionable content; (iv) your contact information, and; (v) a signed and sworn statement, under penalty of perjury, that your statements above are true to your knowledge.

  6. PROHIBITED ACTIVITIES

    Unless you have our express written consent, you shall not, and will not attempt to:

    a. Use Legacy Services to submit, store, transmit, or process malicious code, worms or viruses;

    b. Use Legacy Services to submit, store, transmit, or process User Content that is or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) libelous or defamatory; (c) fraudulent, tortious or unlawful; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) infringing of any person's rights, any applicable laws, or your obligations to any third party;

    c. Use Legacy Services to submit, store, transmit or process User Content that would give rise to criminal or civil liability or that encourages unlawful activity;

    d. Gain unauthorized access to Legacy Services, or to our systems or networks;

    e. Interfere with or disrupt the integrity or performance of Legacy Services, or third-party content contained therein;

    f. Impersonate any person or entity or misrepresent your affiliation with any person or entity in connection with Legacy Services;

    g. Reverse engineer, disassemble, or decompile Legacy Services or apply any other process or procedure to derive the source code of any software included in Legacy Services;

    h. Unless otherwise provided, remove any copyright, trademark, or other proprietary rights notice from Legacy Services.

  7. THIRD-PARTY SERVICES

    a. Third-Party Services: To enhance your Client experience, Evosus may display or use some content or services that are not owned or operated by Evosus (“Third-Party Services”). Evosus may suspend or stop providing Legacy Services to you if we believe that you have not complied with the terms and conditions or policies of any of our third-party affiliates, service providers, or partners. The third party that owns or operates the Third-Party Service is solely responsible for the content and Third-Party Services it provides to you, and we in no way guarantee the accuracy of the Third-Party Services or compliance with the third-party’s own terms or policies. You must review any Third-Party Services agreements and ensure that you agree with their services, policies, and terms. Evosus is under no obligation to ensure that Third-Party Services are error-free, accurate, or up-to-date. We may (but are not obligated to) review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display the Third-Party Services that we reasonably believe violates these Legacy Terms or applicable law. Additionally, if you have opted in for a non-integrated third-party offer, deal or promotion on the Site, you hereby understand and agree that Evosus must share your User Content and your contact information for the third party partner to contact you regarding the offer.

    b. Third-Party Payment Gateways: Evosus uses third-party payment gateways (“Third-Party Payment Gateways”), including but not limited to TSYS, to process our Fees and other payments. By using Legacy Services, you hereby agree to the terms of use and privacy policy of the then-current Third-Party Payment Gateway. We are not liable for any issues arising from or related to your breach of any Third-Party Payment Gateway’s policies. We may, from time to time, change Third Party Payment Gateways, and shall provide you with written notice of such change. All information collected through our Third-Party Payment Gateway, such as credit card information, names, and addresses, may be accessible to us but will not be used by us. We are not liable for any data or security breach, or compromised personal information that is caused, directly or indirectly, by the Third-Party Payment Gateway. You understand and agree that Legacy Services is not a payment processing service. Any transactions via the Legacy Services must be processed using a Third-Party Payment Gateway.

    c. Third-Party Websites: The Legacy Services may contain links to other third-party websites that are not owned or controlled by Evosus. Please be aware that we are not responsible for the privacy or other practices of such third-party websites or vendors. Accordingly, we cannot and shall not be responsible for any issues, including offensive or malicious content, usability, or other problems with or related to those websites. You are solely responsible for reading and understanding the policies and terms of use or service of any other website that you visit, both directly and indirectly relating to Legacy Services.

  8. CANCELLATION OF LEGACY PRODUCT AND LICENSE

    a. Expiration Date: EVOSUS WILL NOT SUPPORT THE LEGACY PRODUCT AFTER THE EXPIRATION DATE. Upon the Expiration Date, all agreements, services, and use of the Legacy Services will cease. Until the Expiration Date, you may choose to continue using the Legacy Services while also purchasing our LOU® software as a solution and a license to use LOU pursuant to our Terms of Service – LOU.

    b. Access: Before the Expiration Date, and without limiting or waiving any of our other rights under these Legacy Terms, Evosus may limit, suspend, terminate, modify, or delete your Legacy Product access or access to Legacy Services with or without notice to you if you are, or we suspect that you are (i) failing to comply with any of these Legacy Terms for any actual or suspected illegal or improper use of Legacy Services or (ii) infringing Intellectual property rights of Evosus or any third party, or are acting inconsistently with the letter or spirit of these Legacy Terms or any published policies. Data will be removed from all applicable devices when your access to the Legacy Product or Legacy License is terminated, but only as technically feasible.

    c. User Content Removal: At any time, you may cancel, remove, or change your User Content by editing or specifically deleting it. However, in certain instances, some of your removed or edited User Content may not be completely removed, and copies of your User Content may continue to exist in locations belonging to Evosus. Copies, or meta copies, of User Content and information are solely used for purposes associated with Legacy Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content at any time.

  9. FEES & PAYMENTS

    a. License Fee: In exchange for your use of the Legacy Services, you agree to pay the license fee for the Legacy Product (“License Fee”). The License Fee shall be designated on the respective Order Form/Page, which may include any applicable Implementation Service Fees, Maintenance and Support Fees, Add-On Fees, and other charges and expenses (collectively “Total Fees”). The Total Fees shall be paid upon completing an Order Form/Page or a similar online page. The Total Fees shall be paid in U.S. Dollars, unless otherwise specifically agreed in writing by both Parties.

    b. Maintenance and Support Fee: You shall pay a monthly fee for Maintenance and Support Services, provided based on the number of Legacy Product Licenses purchased. For further details on pricing and services provided, please see the Legacy EULA.

    c. Add-On Fees: You may choose to add additional features and services (“Additional Services”) provided by us and/or our third-party vendors. Some Additional Services may include, without limitation, Evosus Mobile Service, Evosus Hosting Service and Evosus Payments. Additional Services may require a fee depending on the service you choose (“Add-on Fees”). Payment for these Additional Services shall be made upon executing an Order Form or similar online page. You may access, remove and/or purchase Additional Services at any time during the Fee Term of your license by contacting us via email at support@evosus.com. Further information about Additional Services is located on your Order Form(s).

    d. Payment Terms: Payment terms for the License Fee and Total Fees are stated on the Order Form/Page. If no payment terms are set forth on the Order Form/Page, you shall make payment in full immediately upon receipt of the Order Form/Page. You shall pay all costs and fees associated with any Additional Services or Evosus Services requested by you and provided by Evosus, whether or not such fees are described herein, on the basis and terms presented to you at the time of your request (e.g., subscription, time-and-expenses, etc.) at Evosus’ then-current rates. All payments shall be paid in full when due, without right of deduction or set-off unless agreed upon in writing by both Parties.

    e. Refunds: All refunds, if applicable, shall be made through the Third-Party Payment Gateways used during the time of the charge.

    f. Order Form/Page: “Order Form/Page” means the online order form, paper form, or similar document between Evosus and you referencing the licensing of the Legacy Product, any hardware purchases, servers, Licensee Fee(s), and any Maintenance and Support Fees, or Additional Service fees, Training fees, filled out and submitted in writing by you or on your behalf, and accepted by Evosus, for your purchase of the license for the Legacy Product granted under these Legacy Terms, or through a click-through acceptance. The Order Form/Page is a material part of these Legacy Terms and is incorporated herein by reference.

  10. COMMUNICATIONS

    Evosus may use your contact information to communicate with you about your use of the Legacy Services. For example, we may send you messages related to the Legacy Services or other information you have requested from us by email, phone, text, mail, or other means (“Service Messages”). You understand that you receive Service Messages as part of your use of the Legacy Services. While you can adjust your communications preferences by following instructions in our Privacy Policy, clients will not be able to fully opt out from receiving Service Messages.

    Evosus may send you marketing communications by email, mail, or other means in compliance with applicable law and your stated communication preferences. You can opt out of marketing communications by clicking “unsubscribe” in our emails, texting STOP, or submitting an opt-out request to marketing@evosus.com.

    By providing us with your wireless phone number, you consent to Evosus sending you Service Messages by text or SMS. The number of texts that we send to you will be based on your circumstances and requests. You can unsubscribe from text messages by replying STOP or UNSUBSCRIBE to any of these text messages. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.

  11. TERM AND TERMINATION

    These Legacy Terms shall be in effect from the date you purchase the Legacy Product until terminated as provided herein (“Term”). These Legacy Terms may be terminated as follows (“Termination): (a) You may terminate your account and cancel your Legacy Product License at any time before the Expiration Date, and for whatever reason; (b) Evosus may also stop providing Legacy Services to you, or add or create new limits to Legacy Services at any time, at any time with written notification to you; or (c) automatic termination upon the Expiration Date. Within fourteen (14) days after the date of Termination or discontinuance of the Legacy License, you shall immediately cease using the Legacy Product and erase or destroy all copies of the software provided by the Legacy Product, any documentation, and all confidential information in your possession. In the event of Termination, your User Content may still be stored in our servers, sites, applications, networks, systems, and may still be used for business and internal purposes. See our Privacy Policy for additional information on data collection, storage, and usage after Termination.

  12. TRAINING

    Evosus may provide training to your and/or your agents, employees, contractors, affiliates, or vendors who are also subject to these Legacy Terms. Training may include online/remote consulting, webinars, on-site education, or collateral in printed or digital form. Any training material, including workbooks, webinars, print material, digital material, consulting information, and the like, are the intellectual property of Evosus, and you may not copy, replicate, sell, sublicense, transfer, distribute, or publish without the prior written approval of Evosus.

  13. UPDATES, MAINTENANCE & SUPPORT

    a. Software Updates: The Legacy Product may, from time to time require updates which we will make available to you. When this happens, you will be required to download a new version of the Software (“Software Updates”). Software Updates are included in your Maintenance and Support Services.

    b. Maintenance and Support: Unless otherwise provided on the Order Form/Page, you shall purchase support maintenance services (“Maintenance and Support Services”) commencing from the Go-Live Date (defined in the Legacy EULA) (the “Maintenance Period”), paid monthly. All Maintenance and Support Services are provided by Licensor and not third parties. Maintenance and Support fees shall be outlined on the respective Order Form/Page (“Maintenance and Support Fees”). Maintenance and Support Fees are calculated based on the number of Legacy Product licensed users. As such, if you purchase additional user licenses, there is a corresponding increase in monthly Maintenance and Support Fees. you may be required to complete and submit another Order Form/Page when adding additional user’s Legacy Product licenses. In the event that you elect not to continue paying for Maintenance and Support Services, and later seek to reinstate such Maintenance and Support Services and/or receive Software Updates, it will be in our sole discretion whether to reinstate such Maintenance and Support Services and on what terms. Maintenance and Support Services cannot be limited to certain Log-In Users; therefore, if you want to have Maintenance and Support Services for any Log-In Users under the Legacy EULA and this Agreement, then it will be required to have Maintenance and Support Services for all Log-In Users and Named Users under the Legacy EULA and this Agreement. Maintenance and Support Services are month-to-month terms and are required as part of this Agreement and the Legacy EULA (“Maintenance Term”).

  14. LEGACY LICENSE AND MODEL

    a. Proprietary Rights: Unless otherwise expressly indicated, the information contained on the Legacy Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Legacy Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks, on the Site or in our other Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, the “Contents”) owned, controlled, or licensed by Evosus or its affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. No license to or regarding any of the Contents is granted in connection with your use of the Legacy Services.

    b. Legacy Product License: In exchange for your payment of the License Fee and your compliance with these Legacy Terms, Evosus grants you a limited, royalty-free, non-assignable, and non-exclusive license to use the Legacy Product and Legacy Services provided to you by Evosus as part of Legacy Services (“Legacy Product License”). This Legacy Product License is for the sole purpose of enabling you to use Legacy Services as provided by Evosus in the manner permitted by these Legacy Terms. You may not copy, modify, distribute, sell, sublicense, or lease any part of Legacy Services or included software, nor may you reverse engineer or attempt to extract the source code of Legacy Services. Notwithstanding the foregoing, you have the right to make one (1) copy of the Legacy Product software under the Legacy Product License solely for archival purposes and a reasonable number of copies of the Legacy Product software solely for backup purposes, provided that you shall not, and shall not allow any third party not subject to this Agreement to, install or use any such copy other than if and for so long as any copy installed in accordance with the preceding sentence is inoperable and, provided, further, that you uninstall and otherwise delete such inoperable copies. All copies of the Legacy Product software made by you: (i) shall be the exclusive property of Evosus; (ii) shall be subject to the terms and conditions of this Agreement; and (iii) shall include all trademark, copyright, patent, and other Intellectual Property rights notices contained in the original Legacy Product software, and Site. You shall provide written notification to Evosus of each transfer of the Legacy Product to another Authorized User or Named User’s device (see definitions in the Legacy Product EULA), including in such notice the information required under the Legacy Product EULA for each device on which the Legacy Product is properly installed. The number of devices that have the Legacy Product software properly installed shall not exceed the number designated in the Order Form/Page.

    c. License Limitations: Your license to use the Legacy Services does not permit you to copy, modify, distribute, sell, sublicense or lease any part of Legacy Services or included software, nor may you reverse engineer or attempt to extract the source code of Legacy Services. You agree that you will not download any content from the Legacy Services unless that specific content is accompanied by a “download” or similar link. These Legacy Terms do not grant you any right, title or interest in the Legacy Services, other Users Content on the Legacy Services, or Evosus trademarks, logos or other brand features. All rights of Evosus to the Legacy Services not expressly licensed in these Legacy Terms are reserved and retained by Evosus. Some of the Legacy Services may be offered under an open-source license that we make available to you. There may be provisions in the open-source license that expressly override some of these Legacy Terms. You are strictly prohibited from using the Legacy Services to: (i) transmit, store, or process any data in violation of applicable law or regulation; (ii) promote any goods or services or send communications that are illegal in the place offered to consumers; (iii) defraud, deceive or mislead anyone; (iv) communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (v) promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (vi) threaten or promote violence. You understand that there is no transfer of ownership of the Legacy Services or Contents from Evosus to you, at any time and that your license to use the Legacy Services does not authorize you to use any Contents in any manner other than specifically authorized by these Legacy Terms. You are granted no right, title, or license in any of our trademarks, copyrights, patents, confidential information, or intellectual property unless otherwise provided in these Legacy Terms or approved in writing by us.

    d. License Model: You may, at any time, add Users or Additional Services, purchase additional Legacy Licenses, leave unchanged, or terminate your Legacy Product License(s). Legacy Product License Fees are based on the total number of concurrent users that are available to you in that month. You may, at any time, increase the amount of additional concurrent users for one Legacy Product License, subject to a Legacy Product License Fee. You also may, at any time, decrease the amount of concurrent users for one Legacy Product License. However, you then choose to subsequently increase the number of licenses or concurrent users, you will need to purchase a new Legacy Product License. Upon paying the Legacy Product License Fee for a Legacy Product License, you shall have access to limited Implementation Services, to help you get the Legacy Product running. Additional Services, such as Evosus Mobile Service, Evosus Hosting Service, Evosus Backup & Disaster Recovery Service, Consulting and Training programs may be added for additional fees. See the Legacy EULA for further details.

    e. Copyright and Trademarks: You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Evosus. You may only display, download, or print the Contents for the purpose of using the Legacy Services as an internal or personal business resource. Evosus’s trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial or modified form, without the prior written permission of Evosus. You may not use any meta tags or any other hidden text utilizing a Evosus name, trademark, or product name without Evosus’s prior written permission. Third-party trademarks and service marks used in the Legacy Services are the property of their respective owners, and we use them with their consent. Evosus and the other licensors of the marks in the Legacy Services reserve all rights with respect to all Contents and all intellectual property.

    f. Feedback: You may from time to time provide us materials, communications, suggestions, comments, improvements, ideas, or other feedback related to the Site or the Legacy Services (“Feedback”). You hereby additionally grant to us all rights, titles, and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Legacy Services any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.

  15. DISCLAIMER OF WARRANTIES

    USE OF LEGACY SERVICES IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM SUCH USE. THE LEGACY SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WE AND OUR LICENSORS, SUPPLIERS AND DISTRIBUTORS, IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE PERFORMANCE OF ANY THIRD PARTY, INCLUDING ANY VENDOR. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SERVICE IN WHOLE OR IN PART, INCLUDING SOFTWARE, WILL BE CORRECTED. EVOSUS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF LEGACY SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO LEGACY SERVICES’ AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. EVOSUS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. IMPORTANTLY YOU ARE SOLELY RESPONSIBLE FOR THE SAFEKEEPING OF ANY DIGITAL CURRENCY OR WALLET CREATED ON OR USED IN CONJUNCTION WITH THE SERVICES. WE DO NOT STORE OR PROTECT YOUR PAYMENT INFORMATION OR ONLINE WALLETS AND WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOST OR THEFT OF YOUR PAYMENT INFORMATION FOR ANY REASON. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

  16. LIMITATION OF LIABILITY

    IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE EVOSUS’ SERVICES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF DATA OF ANY KIND, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR BACKUP, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO THE NETWORK OR SERVER, OR THE FAILURE OF ANY MESSAGE TO SENT OR TO BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM. FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE MAXIMUM LIABILITY OF US TO YOU SHALL NOT EXCEED THE NET AMOUNT OF FEES PAID BY YOU THROUGH THE SERVICE DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM.

  17. INDEMNITY

    TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS EVOSUS, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES) ARISING FROM: (I) YOUR USE OR MISUSE OF AND ACCESS TO THE LEGACY SERVICES; (II) YOUR BREACH, NON-COMPLIANCE, OR VIOLATION OF ANY TERMS OF THESE LEGACY TERMS OF SERVICE OR OUR PRIVACY POLICY, BY YOU OR ANYONE UNDER YOUR DIRECTION AND CONTROL; (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (IV) ANY ACTUAL OR POTENTIAL CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD PARTY; (V) ANY ACT OR OMISSION OF YOURS OR ANYONE UNDER YOUR DIRETION OR CONTROL; (VI) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAW OR RIGHT OF ANY THIRD PARTY; AND/OR (VII) ANY LOSS OF DATA OR PROFITS OF ANY KIND, FOR ANY REASON. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE LEGACY TERMS OF SERVICE AND YOUR USE OF THE LEGACY SERVICES. IN ANY EVENT, WE CANNOT COMPENSATE YOU FOR HARMS WE COULD NOT REASONABLY EXPECT FROM PROVIDING THE LEGACY SERVICES TO YOU. IF YOU CAUSE HARM TO US OR VIOLATE THESE LEGACY TERMS, SUCH AS BY PROVIDING INACCURATE INFORMATION OR POSTING INFRINGING CONTENT, WE MAY DEFEND OURSELVES AND REQUIRE YOU TO PAY THE COSTS OF THE DEFENSE OR ANY JUDGMENT AGAINST IT, OR WE MAY REQUIRE YOU TO DEFEND US AGAINST A THIRD-PARTY.

    USERS MAY NOT INVOLVE US OR ANY OTHER INDEMNIFIED PARTY IN ANY DISPUTE, INCLUDING LITIGATION, ARISING OUT OF OR RELATED TO ANY TRANSACTION, AGREEMENT, OR ARRANGEMENT YOU MAY HAVE WITH ANY OTHER USER, RETAILER, OR OTHER THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THE LEGACY SERVICES (“DISPUTE”). IF YOU ATTEMPT TO DO SO YOU SHALL: (I) PAY ALL COSTS AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION THEREWITH BY US, ANY OF OUR AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AND YOU SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ALL LOSSES INCURRED BY ANY OF THEM AS A RESULT, AND (II) THE JURISDICTION FOR ANY SUCH DISPUTE SHALL BE LIMITED TO THE JURISDICTION SET FORTH BELOW.

  18. EXPORT REGULATIONS; US GOVERNMENT RIGHTS

    The Legacy Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Legacy Services to, or make the Legacy Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing, or otherwise making the Legacy Services available outside the US. You are solely liable and responsible for any claims, fines, filings, proceedings, tariffs, taxes, and/or litigation that may arise from your transfer, export, or re-export of any of the Legacy Services, with or without permission.

    The Legacy Services include commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are the US Government or any contractor therefor, you shall receive only those rights with respect to the Legacy Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, for the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, for all other US Government licensees and their contractors.

  19. EQUITABLE RELIEF

    By using Legacy Services, you acknowledge that damages may be an inadequate remedy if you or anyone under your direction or control breaches or threatens to breach any Terms, and that any such breach may cause us significant and irreparable injury and damage. Accordingly, you acknowledge that we shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to seek injunctive relief in such event without the necessity of posting a bond.

  20. GENERAL TERMS

    a. Equitable Relief: You acknowledge that damages may be an inadequate remedy if you or anyone under your direction or control breaches or threatens to breach these Legacy Terms, and that any such breach may cause us significant and irreparable injury and damage. Accordingly, you acknowledge that Evosus shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to seek injunctive relief in such event without the necessity of posting a bond.

    b. Notice: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the second day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth in the sign-up process.

    c. Assignment: These Legacy Terms and the rights and obligations hereunder may not be transferred or assigned, in whole or in part, by you without Evosus’s written consent, not to be unreasonably withheld, but may be freely assigned or transferred by Evosus without restriction. Any attempt by you to assign or transfer these Legacy Terms, without such consent, will be null. Unless expressly provided otherwise herein, any prior consent of Evosus that is required before you may take an action may be granted or withheld in our sole and absolute discretion. Notwithstanding the foregoing, without consent, you may assign these Legacy Terms to any successor to all or substantially all its business that concerns this Agreement (whether by sale of assets or equity, merger, transfer, consolidation, or otherwise). These Legacy Terms shall be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties hereto. To so assign these Legacy Terms, you must: (i) update the contact and other account information associated with your Evosus account to reflect the assignment, (ii) transfer all User Content and other data associated with your account to the assignee, (iii) provide the assignee with access to your account, and (iv) contractually obligate the assignee to (a) accept and adhere to all applicable Evosus terms and conditions when prompted upon login or via use of the Legacy Services, (b) contact financial services at Evosus to register an Evosus Payments account, and (c) make all payments due to Evosus under these Legacy Terms and any other existing agreements between you and Evosus. Please contact our Support Center at 360.735.9510 ext. 2 or support@evosus.com if you or the assignee requires assistance.

    d. Choice of Law; Venue: Any claim arising under or relating to these Legacy Terms shall be governed by the laws of the State of Washington without regard to conflict of laws. Each Party hereby agrees that the courts located in Clark County of the State of Washington shall have sole jurisdiction and venue for all disputes and litigation arising under or relating to these Legacy Terms. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Legacy Terms. Each Party hereby agrees that the courts located in Clark County of the State of Washington shall have sole jurisdiction and venue for all disputes and litigation arising under or relating to this Agreement ("Jurisdiction"). In the event any suit or action is filed to enforce or interpret the terms and obligations of this Agreement, the prevailing Party shall be entitled to its reasonable attorney fees and costs, including reasonable post-judgement attorney fees incurred in collection efforts.

    e. Force Majeure: Neither Party will incur any liability to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of these Legacy Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, pandemic, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Client equipment, loss and destruction of property, but the inability to meet financial obligations is expressly excluded.

    f. Severability; Waiver: If any of these Legacy Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Any waiver of the provisions of these Legacy Terms or of a Party's rights or remedies under these Legacy Terms must be in writing to be effective. Failure, neglect, or delay by a Party to enforce the provisions of these Legacy Terms or its rights or remedies will not be construed or deemed to be a waiver of such Party's rights under these Legacy Terms and will not in any way affect the validity of any part of these Legacy Terms or prejudice such Party's right to take subsequent action. Except as expressly stated in these Legacy Terms, no exercise or enforcement by either Party of any right or remedy under these Legacy Terms will preclude the enforcement by such Party of any other right or remedy under these Legacy Terms or that such Party is entitled by law to enforce.

    g. Entire Agreement: The Entire Agreement (as defined in Section X) constitutes the complete and exclusive understanding and agreement between you and Evosus relating to the Legacy Services, and supersedes all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. Unless expressly provided otherwise herein, any prior consent of Evosus that is required before you may take an action may be granted or withheld in our sole and absolute discretion.

    h. Consent to Electronic Signature: By registering with Evosus, accessing or using the Legacy Services, or typing your name into any of our electronic forms and indicating your acceptance or clicking a box, you consent to (i) Evosus communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. We will use electronic documents for all communications, agreements, disclosures, authorizations, and other documents necessary to provide you with the Legacy Services. Federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a web-enabled device, a connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You are responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at support.evosus.com. Agreements and transactions executed prior to this request will remain valid and enforceable.

    i. Amendments: These Legacy Terms may only be amended, modified, or supplemented by an agreement in writing agreed upon by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Legacy Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Legacy Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.