This Evisort Terms or Use (this “Terms of Use”) governs your use of all information, data, reports, and other content (collectively “Content”) available via Evisort’s website located at https://www.evisort.com/ (the “Site”) and are agreed to between you as an individual or, if you are accessing or using the Site or Content on behalf of entity or other organization, that entity (in either case, “you” or “your”) and Evisort Inc., with its principal place of business at 130 Sutter Street, Floor 2, San Francisco, CA 94104 (“Evisort”).

By accessing or using any part of the Site or any Content, or by clicking “I agree” to this Terms of Use, you agree to enter into and be bound by this Terms of Use. If you are entering into this Terms of Use on behalf of an entity or other organization, by accessing or using any part of the Site or any Content, or by clicking “I agree” to this Terms of Use, you represent and warrant that you have authority to bind such entity to this Terms of Use. If you do not have such authority, or you do not agree to be bound by this Terms of Use, do not access or use any part of the Site or any Content.

SECTION 17 OF THIS TERMS OF USE CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND EVISORT ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 17 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND EVISORT TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 17 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

1. Definitions. Terms used in this Terms of Use have the definitions given in this Terms of Use or, if not defined in this Terms of Use, have their plain English meaning as commonly interpreted in the United States.
2. Term. This Terms of Use is entered into as of the earlier of the date you first access or use the Site or any Content or click “I agree” to this Terms of Use and will continue until terminated as set forth herein.
3. Modifications. Evisort reserves the right, at any time, to modify the Site or any Content, as well as the terms of this Terms of Use, whether by making those modifications available on the Site or by providing notice to you as specified in this Terms of Use. Any modifications will be effective upon posting to the Site or delivery of such other notice. You may cease using or accessing the Site or Content or terminate this Terms of Use at any time if you do not agree to any modification. However, you will be deemed to have agreed to any and all modifications through your continued use of or access to the Site or Content following such notice.
4. Eligibility. The Site is intended for use by individuals 18 years of age and older. By accessing or using the Site or Content, you represent and warrant that you are at least 18 years of age.
5. Your Account and Content.some text
   1. Account Creation and Responsibility. Before accessing certain portions of the Site, you and any person you authorize to access the Site (“User”) are required to establish an account on the Site (an “Account”). Approval of any request to establish an Account will be at the sole discretion of Evisort. Each Account and the user identification and password for each Account (the “Access Credentials”) is personal in nature. Each Account is for Users’ individual use and any Access Credentials may be used only by an individual User. You will ensure no User distributes or transfers their Account or Access Credentials or provides a third party with the right to access their Account or Access Credentials. You are solely responsible for all use of the Site through your Users’ Accounts. You will ensure the security and confidentiality of any Access Credentials and will notify Evisort immediately if any Access Credentials are lost, stolen, or otherwise compromised. Any transactions completed through any Account or under any Access Credentials will be deemed to have been lawfully completed by you. In connection with establishing an Account, you will be asked to submit certain information about yourself (“Account Information”). You agree that: (a) all Account Information you provide will be true and complete; and (b) you will maintain and promptly update your Account Information to keep it accurate and current. You may not: (i) select or use the Access Credentials of another person with the intent to impersonate that person; or (ii) use Access Credentials that Evisort, in its sole discretion, deems offensive.
   2. Your Content. Except as expressly provided by this Terms of Use, you are solely responsible for the nature of all Content, including your Account Information, that you provide, upload, or transfer to the Site or generate through your Account (“Your Content”). By providing Your Content, you grant Evisort a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any form, media, software, or technology of any kind. You agree that Your Content: (a) does not violate this Terms of Use or any applicable laws; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; or (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message, or a disruptive advertisement. Evisort is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. You agree that you have all right, title, interest, and consent in Your Content necessary to allow Evisort to use Your Content for the purposes for which you provide Your Content to Evisort.
6. Access.some text
   1. To Additional Areas or Content. Subject to your compliance with this Terms of Use, Evisort will permit you to access and use the Site and Content solely for lawful purposes and only in accordance with the terms of this Terms of Use. Access to certain areas of the Site or certain items of Content may also require you to agree to additional terms. In the event of a conflict between the terms of this Terms of Use and any additional terms, the additional terms will govern your use of the portions of the Site or items of Content to which the additional terms apply. If you have entered into an agreement with Evisort regarding your use of the Evisort Platform or Services, as described in the Evisort Terms and Conditions, that agreement will control your use of the Evisort Platform and Services in the event of any conflict with this Terms of Use.
   2. To Content. As between Evisort and you, all Content, including all text, audio, video, photographs, illustrations, graphics, and other content or media, provided through the Site (“Site Content”) is owned by Evisort. All Site Content is for your informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Site Content prior to making use of that Site Content. Subject to your compliance with this Terms of Use, you may use the Site Content provided to you through the Site solely for your internal business purposes in connection with your permitted use of the Site in accordance with this Terms of Use. You agree that you will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Site Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Site Content; or (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Site Content. Evisort has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Site Content. Without limiting the foregoing, Evisort will not be held liable to you or any third party for any Content (including Your Content) under the Communications Decency Act (47 U.S.C. § 230). Except as set forth in this Terms of Use, you are granted no licenses or rights in or to any Site Content, or any IPR therein or related thereto.
   3. To Third-Party Services. Evisort may provide you with the ability to access services developed, provided, or maintained by third-party service providers through the Site (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Site, including Your Content. In addition to the terms of this Terms of Use, your access to and use of any Third-Party Services is also subject to any other Terms of Use you may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of this Terms of Use but will not apply to any other services or Content you may access through the Site.
7. Payment. You shall pay Evisort all fees you have agreed in writing to pay to Evisort in connection with this Terms of Use and your access to and use of the Site or Content (“Fees”), either when you enter into this Terms of Use or during the term of this Terms of Use. All recurring Fees will be due and payable by you in advance of the initial period and each applicable renewal period under this Terms of Use unless other payment terms have been extended by Evisort. All other Fees will be due and payable as indicated by Evisort. If you have specified a credit card, debit card, online payment account, mobile services account, or other payment method as an applicable payment mechanism under this Terms of Use, you grant Evisort the right to charge the applicable payment mechanism you provided to Evisort for all Fees incurred under this Terms of Use. All Fees will be non-refundable once paid to Evisort (including upon any termination, expiration, or suspension of this Terms of Use). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. If Evisort requires use of collection agencies, attorneys, or courts of law for collection of your account, you will be responsible for those expenses. You will be responsible for any and all use, sales, and other taxes imposed on any services or Content provided under this Terms of Use.
8. Termination. This Terms of Use may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Terms of Use. Upon termination of this Terms of Use for any reason: (1) all rights and subscriptions granted to you under this Terms of Use will terminate; (2) you will immediately cease all use of and access to the Site and all Content, including Your Content and any Content you obtained prior to termination; and (3) Evisort may, in its sole discretion, delete your Account or Your Content at any time. Your Content may continue to exist on the Site after termination of this Terms of Use unless you actively delete it or contact Evisort’s support team and request that it be deleted. Sections 1 (Definitions), 5.2 (Your Content), 7 (Payment), 8 (Termination), 10 (Site Technology), 11 (Ownership), 12 (Representations and Warranties), 13 (Disclaimers), 14 (Indemnity), 15 (Limitation on Liability), 16 (Data Privacy), 17 (Disputes), 18 (Notices), and 19 (Additional Terms) will survive any expiration or termination of this Terms of Use.
9. Suspension. Without limiting Evisort’s right to terminate this Terms of Use, Evisort may also suspend your access to your Account and the Site (including Your Content), with or without notice to you, upon any actual, threatened, or suspected breach of this Terms of Use or applicable law or upon any other conduct deemed by Evisort to be inappropriate or detrimental to Evisort, the Site, or any other Evisort product, customer, or user.
10. Site Technology. The Site, and the databases, software, hardware, and other technology used by or on behalf of Evisort to operate the Site, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of Evisort. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Terms of Use; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. Evisort uses reasonable means to protect the security of the Site, but you acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.
11. Ownership. Evisort retains all rights, title, and interest, including all IPR, in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Site under this Terms of Use. The Evisort name, logo, and all product and service names associated with the Site are trademarks of Evisort and its licensors and providers and you are granted no right or license to use them. For purposes of this Terms of Use, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
12. Representations and Warranties. You represent and warrant to Evisort that: (1) you have the legal right and authority to enter into this Terms of Use; (2) this Terms of Use forms a binding legal obligation on your behalf; (3) you have the legal right and authority to perform your obligations under this Terms of Use and to grant the rights and licenses described in this Terms of Use; and (4) your use of and access to the Site and Content, including Your Content, will comply with all applicable laws, rules, and regulations and will not cause Evisort itself to violate any applicable laws, rules, or regulations.
13. Disclaimers. THE SITE AND ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” EVISORT AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE SITE. EVISORT AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE TECHNOLOGY (INCLUDING THE SITE), CONTENT, AND THIS TERMS OF USE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EVISORT, ITS EMPLOYEES, PROVIDERS, OR AGENTS, OR THE SITE, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (IF ANY).
14. Indemnity. You hereby agree to indemnify, defend, and hold harmless Evisort and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) your access to or use of the Site, including any Content; (2) Your Content or other Content you provide through the Site; and (3) your breach of any representation, warranty, or other provision of this Terms of Use. Evisort will provide you with notice of any such claim or allegation, and Evisort will have the right to participate in the defense of any such claim at its expense.
15. Limitation on Liability. EVISORT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE TECHNOLOGY (INCLUDING THE SITE) OR CONTENT, EVEN IF EVISORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. EVISORT’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF USE AND EVISORT’S PROVISION OF THE TECHNOLOGY (INCLUDING THE SITE) AND ALL CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT YOU ACTUALLY PAID TO EVISORT FOR USE OF OR ACCESS TO THE SITE IN THE PRECEDING 6 MONTHS, OR (2) $500. YOU AGREE THAT EVISORT WOULD NOT ENTER INTO THIS TERMS OF USE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, EVISORT’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16. Data Privacy. You acknowledge the use, collection, and disclosure of your personally identifiable information that you submit to the Site or that is collected about you from the Site as described in the Privacy Policy for the Site (“Privacy Policy”). Evisort will have the right to collect, extract, compile, synthesize, and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) (“Site Usage Data”) resulting from your access to and use of the Site and Content. To the extent any such Site Usage Data is collected or generated by Evisort, such Site Usage Data will be solely owned by Evisort and may be used by Evisort for any lawful business purpose without a duty of accounting to you, provided that the Site Usage Data is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.
17. Disputes. some text
    1. Agreement to Arbitrate. Except as otherwise provided in Section 17.2, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Terms of Use, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Terms of Use and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Terms of Use (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 17.2, if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the Rules of the American Arbitration Association (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by Evisort in San Mateo County, California, U.S.A. The arbitrator will apply the law set forth in Section 17.3 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Terms of Use or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
    2. Exception to Arbitration. You agree that if Evisort reasonably believes you have, in any manner, violated or threatened to infringe Evisort’s IPR, then Evisort may seek emergency, preliminary or other appropriate interim relief in the state or federal courts located in San Mateo County, California.
    3. Class Action Waiver. REGARDLESS OF THE FORUM, YOU AND EVISORT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Evisort agree otherwise, the arbitrator may not join or consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
    4. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Terms of Use, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California, U.S.A. as such laws apply to contracts between California residents performed entirely within California, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Terms of Use, and the parties hereby disclaim the application thereof. Subject to Section 17.1, each party will bring any action or proceeding arising from or relating to this Terms of Use exclusively in a state or federal court in San Mateo County, California, U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Evisort.
18. Notices. Unless otherwise specified in this Terms of Use, any notices required or allowed under this Terms of Use will be provided to Evisort by postal mail to the address for Evisort listed on the Site and Evisort’s website. Evisort may provide you with any notices required or allowed under this Terms of Use by sending you an e-mail to any e-mail address you provide to Evisort in connection with your Account, provided that in the case of any notice applicable both to you and other users of the Site, Evisort may instead provide such notice by posting on the Site. Notices provided to Evisort will be deemed given when actually received by Evisort. Notice provided to you will be deemed given 24 hours after posting to the Site or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
19. Additional Terms. Except as expressly set forth in this Terms of Use, this Terms of Use may be amended or modified only by a writing signed by both parties. All waivers by Evisort under this Terms of Use must be in writing or later acknowledged by Evisort in writing. Any waiver or failure by Evisort to enforce any provision of this Terms of Use on one occasion will not be deemed a waiver by Evisort of any other provision or of such provision on any other occasion. If any provision of this Terms of Use is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. You may not assign or transfer either this Terms of Use or any of your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without Evisort’s prior written approval. Any assignment in violation of the foregoing will be null and void. Evisort may assign this Terms of Use to any party that assumes Evisort’s obligations hereunder. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Site may contain links to third-party sites that are not under the control of Evisort. Evisort is not responsible for any content on any linked site and you access any third-party site from the Site at your own risk.

‍

Last Updated: August 2, 2024