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Terms of Service - Legacy Product

Last updated June 30, 2023.

Welcome to Evosus®, Inc., and Our Legacy Product, provided and maintained by Evosus, Inc., (“Evosus”, or “Company,” or “We,” or “Us,” or “Our”). Evosus’ Legacy Product is an on-premise and cloud-based software that provides its users with business management software and services to help them streamline and grow their businesses (“Legacy Product”) through Our website located at evosus.com (“Website” or “Site”) and related merchant products (“Products”) located at lou.store (“the LOU Store”).  PLEASE NOTE THAT THE LEGACY PRODUCT IS NO LONGER AVAILABLE FOR NEW USERS OF THE EVOSUS SERVICES. THESE TERMS OF SERVICE ONLY APPLY TO THE USERS WHO HAVE PREVIOUSLY PURCHASED THE LEGACY PRODUCT AND LEGACY SOFTWARE, AND ARE LOOKING TO CONTINUE THEIR USE AND ACCESS SUPPORT. EVOSUS WILL NO LONGER CONTINUE TO SUPPORT THE LEGACY PRODUCT AND LEGACY SOFTWARE USERS AFTER DECEMBER 31, 2026 ("EXPIRATION DATE").

Please read this document carefully because these Terms of Service (“Terms” or “Agreement”), along with Our Service Level Agreement, Our Privacy Policy (“Policy”) and Legacy End User License Agreement (“Legacy EULA”) incorporated herein by reference (collectively referred to as “Entire Agreement”), describe the legally binding agreement between You and/or Your Company (referred to hereinafter as, “You”,” or “User,” or “Your”) and Us. These Terms have been developed by Evosus to describe the terms of Your use of Our Site, Legacy Product and Products (“Evosus Services”).

Information regarding how We collect, use and disclose confidential, sensitive and personal information, if any, from Our users can be found in Our Privacy Policy located at evosus.com/privacy. You acknowledge and agree that Your access and use of Evosus Services, and acceptance of the Terms herein, are subject to Our Privacy Policy and Legacy End User License Agreement (Legacy EULA), both incorporated herein by reference.

By accessing Evosus Services, You agree to comply with this Agreement, and that Your use of Evosus Services, and any dispute directly arising out of Your use or misuse, shall be governed by this Agreement. We may modify the terms of this Agreement (including Our Privacy Policy and Legacy EULA) at any time in Our sole discretion, by posting amended Terms to the Site, or by sending You an e-mail to the email address You provided to Us upon ordering the Legacy Product. Your continued use of Evosus Services thereafter shall constitute acceptance of all revised, modified and/or amended Terms. However, You should review the most up-to-date version of the Terms from time-to-time on the Site. We will notify You of any Material changes, amendments or modifications to the Terms through the Site, or through other communication. In the event You choose not to agree and accept the new, modified or amended Terms, You may cease use of any of Evosus Services at any time.  Nothing in these Terms shall be deemed to confer any third-party rights or benefits. Additional terms may apply to certain Evosus Services and Products, and those additional terms shall become part of Your agreement with Us if You use those Evosus Services and/or Products.

  1. EVOSUS SERVICES: LEGACY PRODUCT

    a.  Evosus provides You and/or Your business with business management software that streamlines and automates business procedures. You may use Our Evosus Services only as permitted by law, including applicable export and re-export control laws and regulations.

  2. USERS

    a.  If you are using the Legacy Product, You represent that You are (1) doing business in the United States, Australia, New Zealand, the Cayman Islands, and/or Canada; (2) over the age of eighteen (18); and (3) have read, understood, and agree to be bound by the Terms, regardless of the device or platform by which You access any of Evosus Services. If You do not agree to the Terms or are under the age of eighteen (18), You shall not use Evosus Services. Users may be individuals (“Individual Users”) and/or businesses (“Business Users”).

    b.  If You are using Evosus Services on behalf of a business as a Business User, that business hereby accepts these Terms and is liable for any breach or violation Terms herein. The Individual User and Business User shall 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 Evosus Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and reasonable attorney's fees.

  3. YOUR ACCOUNT

    a.  By using Evosus 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, whether or not You’ve authorized such use; (e) to keep confidential all aspects of other Authorized Users that You may have authorized access to; (f) to immediately notify Us in writing of any unauthorized use of Your Legacy Product; and (g) that You will not use the Legacy Product and/or Products for any unlawful or otherwise prohibited activity.

    b.  You shall not voluntarily share or disclose any ID and/or password to anyone outside of Your company, and You shall notify Us 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, whether or not You know about them. You shall not authorize any other person or entity to use any unique User ID and password provided to You, unless they are an employee or authorized agent. If You become aware of any unauthorized activity please notify Us immediately by creating a case on support.evosus.com. We are not liable for any misuse of Your Legacy Product, and the sensitive information within, by an unauthorized party, unless the unauthorized use arises directly from Our gross negligence.

  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-premise 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 Our 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.

    b.  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.

    c.  Products: Some Evosus products can be purchased at the LOU Store at lou.store. Products include, without limitation, hardware bundles, training programs and consulting services (“Products”).

    d.  In connection with Your use of Evosus Services, You agree that We may send You service announcements, administrative messages, notifications, offers, promotions, affiliate information and other important information. You may opt out of some of those communications by clicking the “unsubscribe” button on the bottom of all emails sent from Evosus to You. However, You may not opt-out and/or unsubscribe from email from Us that involve material information regarding Your Account. You may invite other users to use Evosus Services, which may require Us to send emails to those invited users.

  5. USER CONTENT, GUARANTEE AND LICENSE

    a.  Content: For purposes of these Terms: (i) “Content” means any text, software, scripts, graphics, photos, sounds, music, videos, logos, audiovisual combinations, interactive features and other materials You may view on, access through, or contribute to the Legacy Product and/or Products; and (ii) “User Content” means any Content or data that You provide to be made available through Evosus Services.

    b.  Guarantee: By transmitting or submitting any User Content while using Evosus Services, You affirm, represent, guarantee and warrant that such transmission or submission is (a) accurate and up-to-date; (b) 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; (c) free of viruses, adware, spyware, worms or other malicious code; and (d) 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.

    c.  User Content License: When submitting information and User Content to Your Account via Evosus Services, You retain all intellectual property rights and ownership to Your User Content. No transfer of ownership is created between You and Us, for Your User Content or vice versa. However, so that We can operate the Evosus Services and Products effectively, You hereby grant Us, by submitting Your User Content to the Site and/or Legacy Product, a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, Your User Content as well as all modified and derivative works thereof in connection with Evosus Services and/or Products (“ User Content License”). To the extent permitted by applicable laws, You hereby covenant not to assert against Us any moral rights You may have in any of Your User Content. You agree that We may use Your User Content for marketing and promotions of Evosus Services and/or Products. The rights You grant in the User Content License are for the purpose of operating, promoting, and improving Evosus Services, and to develop new services and/or products. You must have the necessary rights to grant Us this User Content License for any User Content that You provide to Evosus both directly and indirectly. You can find more information about how Evosus collects, uses and stores content in Our Privacy Policy.

  6. RESTRICTIONS ON USER CONTENT

    a.  We reserve the right to cancel Your access to the Legacy Product at any time for any reason in Our sole discretion. Access to Legacy Products and Licenses may be cancelled for several reasons, including but not limited to:

    i.  Submitting any unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, or otherwise objectionable User Content;

    ii.  Any sexually explicit User Content;

    iii.  Language or User conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation;

    iv.  Posting any unsolicited or unauthorized advertising, “spam,” or junk mail, including “chain letters” and “pyramid schemes”;

    v.  Submitting any User Content that is alleged to infringe any patent, trademark, trade secret, copyright, or other proprietary right;

    vi.  Uploading a virus or User Content designed to disrupt, limit, or damage any functionality of any computer software, hardware or server;

    vii.  If We in Our judgment and sole discretion deem it appropriate.

  7. PROHIBITED ACTIVITIES

    a.  Unless You have Our express written consent, You shall not, and will not attempt to:

    i.  Use Evosus Services to submit, store, transmit, or process malicious code, worms or viruses;

    ii.  Use Evosus 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;

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

    iv.  Gain unauthorized access to Evosus Services, or to Our systems or networks;

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

    vi.  Impersonate any person or entity or misrepresent Your affiliation with any person or entity in connection with Evosus Services;

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

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

  8. CANCELLATION OF LEGACY PRODUCT AND LICENSE

    a.  THE LEGACY PRODUCT WILL NO LONGER BE SUPPORTED AFTER THE EXPIRATION DATE. Upon the Expiration Date, all agreements, services and use of the Evosus Services will cease.  You may choose to continue using the Evosus Services by purchasing the SaaS Solution and SaaS Software License. However, before the Expiration Date, and without limiting or waiving any of Our other rights under these Terms, We may limit, suspend, terminate, modify, or delete Your Legacy Product access or access to Evosus Services if You are, or We suspect that You are, failing to comply with any of these Terms for any actual or suspected illegal or improper use of Evosus Services, with or without notice to You. Additionally, We may limit, suspend, terminate, modify, or limit Your access to Evosus Services if We believe that You are infringing Our intellectual property rights or third parties’, or are acting inconsistently with the letter or spirit of Our 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.

    b.  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 locations belonging to Us. Copies, or meta copies, of User Content and information is solely used for purposes associated with Evosus 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 order to access and use the Legacy Product, You will be required to pay a license fee for the Legacy Product (“Legacy Product License Fee”). Details surrounding the terms of the Legacy Product License Fee and license granted therein are outlined in the Legacy EULA. The Legacy Product License Fee shall be designated on the respective Order Form/Page, which many 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.  If no payment terms are set forth on the Order Form/Page, You shall make payment immediately upon receipt of the Order Form/Page. You shall pay for all additional services provided by Us, and associated costs incurred by Us, which are not described herein, on a time-and-expenses basis in accordance with Our then standard rates as established by Us from time to time. All payments shall be paid in full when due, without right of deduction or set-off, unless agreed upon in writing by both Parties.

    c.  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 Our Legacy EULA.

    d.  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 logging into Your Account and using the administrative tools. Further information about Additional Services are located on Your Order Form(s).

    e.  We use third party payment gateways (“Third Party Payment Gateways”), including but not limited to TSYS Payment Solutions (TSYS), to process Our Fees and payments. By using Evosus 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 Our Third Party Payment Gateway, 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. Further, We do not store, copy or use any Payment Information that You provide to Us or to the Third Party Gateways in place at the time.

  10. REFUNDS

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

  11. TERM AND TERMINATION

    a.  You may stop using Evosus Services at any time before the Expiration Date, and for whatever reason. Evosus may also stop providing Services to You, or add or create new limits to Evosus Services at any time, with written notification to You (“Termination”). Within fourteen (14) days after the date of Termination or discontinuance of the Legacy License, You shall immediately cease using the Legacy Product, erase or destroy all copies of the software provided by the Legacy Product, any documentation and all confidential information in Your possession.

    b.  This Agreement shall be in effect until You terminate Your Account and cease to use Evosus Services, or until We cancel Your Account for whatever reason (“Agreement Term”), or until the Expiration Date. 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

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

  13. UPDATES, MAINTENANCE & SUPPORT

    a.  Software Updates. Our 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”). These 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”).

    c.  “Order Form/Page” means the online order form, paper form, or similar document between Us 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 or on behalf of You, and accepted by Us, for Your purchase of the license for the Legacy Product granted under this Agreement, or through a click through acceptance. The Order Form/Page is a material part of this Agreement, and is incorporated herein by reference.

  14. LEGACY LICENSE AND MODEL

    a.  Legacy License. In return for the License Fee, Evosus gives You a limited, royalty-free, non-assignable and non-exclusive license to use the Legacy Product provided to You by Evosus as part of Evosus Services (“Legacy Product License”). This Legacy Product License is for the sole purpose of enabling You to use Evosus Services as provided by Evosus, in the manner permitted by this Agreement. You may not copy, modify, distribute, sell, sublicense or lease any part of Evosus Services or included software, nor may You reverse engineer or attempt to extract the source code of Evosus Services. Notwithstanding the foregoing, You have the right to make one (1) copy of the 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 on shall not exceed the number designated in the Order Form/Page.

    b.  There is no transfer of ownership of the Intellectual Property and Content from Us to You, at any time. You are granted no right, title or license in any of Our trademarks, copyright, patents, confidential information, and/or Intellectual Property unless otherwise provided in this Agreement or approved in writing by Us. You agree that You will not download any Content unless that specific Content is accompanied by a “download” or similar link. We authorize You, subject to these Terms, to access and use Evosus Services solely for Your business’s and/or company purpose. Any other use of the Site, Legacy Product or Evosus Service is expressly prohibited. Some of Evosus Services may be offered under an open source license that We will make available to You.

    c.  License Model. You may, at any time, add Additional Concurrent Users, add 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. However, You shall not be able to decrease the number of licenses or concurrent users, without purchasing 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.

  15. INTELLECTUAL PROPERTY

    a.  Using Evosus Services or Products does not give You ownership of any intellectual property rights in Evosus Services and/or Products, or the Content You access. You shall not use Content from Our Services and/or Products unless You obtain explicit written permission from Us or the rightful owner or are otherwise permitted by law. These terms do not grant You the right to use any branding, trademarks, trade dress or logos used in Evosus Services and/or Products without Our written permission. You shall not remove, obscure, or alter any legal notices displayed in or along with Evosus Services and/or Products. All Content, software and material provided through Evosus Services is the intellectual property of Evosus and/or its licensors, unless We have acknowledged otherwise in writing, and We hold all rights, titles, and interests in Evosus Services and any works associated with Evosus Services, including without limitation, all patents, logos, source code, images, videos, photos, trademarks, trade dress, informational material provided through Evosus Services, resources, marketing material, articles, domain names, user database, business methods, updates, copyright (“Intellectual Property”) that We provide You for the benefit of using Evosus Services. Nothing in this Agreement or through Your use of Evosus Services shall be construed to be a transfer or grant of title to Our Intellectual Property.

  16. INFORMATION WE COLLECT AND HOW WE USE IT

    a.  We may use the information, User Content and data, collected and/or acquired by submission, solely for business purposes, including but not limited to, feedback and improvements to Evosus Services and Products, data analytics, backup and maintenance, aggregate data compilation, and to share with any of Our partners, third party vendors, and partners who assist Us in providing Evosus Services. We will provide You with written notice should We use information or User Content in a way not provided herein or in Our Privacy Policy. If you submit feedback or suggestions about Our Services, We may use Your feedback or suggestions without obligation to You.

  17. DISCLOSURE OF INFORMATION AND USER CONTENT

    a.  Your information, and the contents of all of Your online communications (including without limitation, text, internet protocol addresses, personal information, personal identifiable information, User Content) may be accessed and monitored as necessary to provide Evosus 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 You, another person or the public generally; and (v) in order to protect Our rights or property, including to enforce Our Terms. By entering into these 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.

  18. THIRD PARTY AFFILIATE(S) AND CONTENT

    a.  We may suspend or stop providing Evosus Services to You if You do not comply with Our or applicable third party affiliates and/or partners’ terms or policies. In order to enhance Your experience, We may display and use some content and services that are not owned or operated by Evosus (“Affiliate Content and Services”). This Affiliate Content and Services are solely responsible for the content and service it provides to You, and We in no way guarantee the accuracy of the Affiliate Content and Services or their compliance with their own terms of use and privacy policies. You should review any Affiliate Content and Services’ agreements to make sure You agree with their services, policies and terms. We are under no obligation to ensure that those Affiliate Content and Services work error-free, are accurate and are 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 Affiliate Content and Services that We reasonably believe violates Our Terms or the law.

    b.  The Evosus Services may contain links to other third-party websites that are not owned or controlled by Us. Please be aware that We are not responsible for the privacy or other practices of such third party websites and/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 Evosus Services.

    c.  If You have opted in for a non-integrated third party offer, deal or promotion on Our Site, You hereby understand and agree that We must share Your User Information and any contact information in order for the third party partner to contact You regarding the offer.

  19. DISCLAIMER OF WARRANTIES

    a.  USE OF EVOSUS SERVICES IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM SUCH USE. THE EVOSUS 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 EVOSUS SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO EVOSUS 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.

  20. LIMITATION OF LIABILITY

    a.  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.

  21. INDEMNITY

    a.  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 EVOSUS SERVICES; (II) YOUR BREACH, NON-COMPLIANCE, OR VIOLATION OF ANY TERMS OF THESE 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 TERMS OF SERVICE AND YOUR USE OF THE EVOSUS SERVICES. IN ANY EVENT, WE CANNOT COMPENSATE YOU FOR HARMS WE COULD NOT REASONABLY EXPECT FROM PROVIDING THE EVOSUS SERVICES TO YOU. IF YOU CAUSE HARM TO US OR VIOLATE THESE 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.

    b.  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 EVOSUS 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.

  22. EQUITABLE RELIEF

    a.  By using Evosus 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.

  23. CHOICE OF LAW

    a.  Any claim arising under or relating to this Agreement 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 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.

  24. SEVERABILITY

    a.  If any provision of any Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining Terms shall be enforced, with the invalid or unenforceable provision deemed modified to the least extent necessary to make it valid and enforceable while encompassing the intent of the Terms. Any failure to act on Our part with respect to a breach of these Terms does not waive our right to act with respect to a continuing, subsequent, or similar breach.

  25. ASSIGNMENT

    a.  These 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.

    b.  Notwithstanding the foregoing, without consent, you may assign these 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). To so assign these Terms, you must: (i) update the contact and other account information associated with your Account to reflect the assignment, (ii) transfer all Client 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 Evosus Services, (B) contact financial services at Evosus to register an Evosus Payments account, and (C) make all payments due to Evosus under these 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.

    c.  Any assignment in violation of these provisions governing assignments shall be deemed null and void ab initio. These Terms shall be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties hereto.

    d.  We may transfer our rights under this agreement in the event of a business consolidation or transfer. The Terms shall inure to the benefit of and be binding upon your and our respective successors and assigns.

  26. ENTIRE AGREEMENT

    a.  These Terms, together with Our Privacy Policy, Service Level Agreement and the Legacy EULA constitute the complete and exclusive understanding and agreement between You and Us relating to the subject matter hereof, and supersede all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. If You have any questions or problems with any order placed by You in connection with the Service, System or Site, please contact Us via email at support@evosus.com.

  27. NOTICES

    a.  Any notice required or given to You under the Terms may be delivered by electronic mail or postal mail at the address You provided when You ordered the Legacy Product, or using an address that You provided to Us after Your order was placed.