Evidencity, Inc. Terms of Service
Effective as of October 1, 2017
IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THESE EVIDENCITY, INC. TERMS OF SERVICE (“TERMS”). BY AGREEING TO OR SUBMITTING AN ORDER FORM, CLICKING “I ACCEPT”, OR PROCEEDING WITH AN ORDER ON THIS WEBSITE, YOU ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU REPRESENT, AS APPLICABLE, ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THESE TERMS WITH EVIDENCITY, INC. (“EVIDENCITY” “WE” OR “US”), AND THAT YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS DO NOT SUBMIT AN ORDER FORM TO US. USE THE SOFTWARE. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU ACCEPT THIS AGREEMENT. THESE TERMS GOVERN YOUR USE OF THIS WEBSITE AND THE EVIDENCITY DATA MARKETPLACE SERVICE THAT ALLOWS YOU TO PURCHASE ACCESS TO DOCUMENTS, RECORDS AND REPORTS FROM VARIOUS COUNTRIES (COLLECTIVELY REFERRED TO AS THE “SERVICE”).
1. ACCEPTANCE OF TERMS
1.1. By accepting these Terms, You represent and acknowledge that information You provide in registering for the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity.
1.2. You acknowledge that these Terms constitute a contract between You and Evidencity, even though it is electronic and is not physically signed by You and Evidencity, and that these Terms govern Your use of the Service and supersede any other agreements between You and Evidencity.
2. DESCRIPTION OF SERVICE
The “Service” includes all data, text, images, sounds, videos, surveys, reports, and other content made available through this website, or developed via Your use of the Service (collectively, “Content”).
3. GENERAL CONDITIONS/ACCESS AND USE OF THE SERVICE
3.1. Subject to the terms and conditions of these Terms, Evidencity hereby grants You a non-exclusive, non-transferable limited license to access and use the Service and the Content and any documents, records or reports ordered through the Service solely for personal or internal business use.
Subject only to Your limited right to access and use the Service and Content as expressly granted to You here, all rights, title and interest in and to the Service and their components, including all related intellectual property rights, will remain with and belong exclusively to Evidencity and its third-party vendors.
3.2. You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms; (b) modify, adapt or “hack” the Service to falsely imply any sponsorship or association with Evidencity, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (c) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (d) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (e) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (f) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (g) try to use, or use the Service in violation of these Terms.
3.3. Providers, clients and the Evidencity case manager for an order may correspond with each other through the Service regarding the order. The Evidencity case manager monitors and approves such messages before any messages can be viewed by the provider and/or client, as applicable. These messages are not publicly viewable through the Service.
You are responsible for all information, data, text, messages or other materials that You transmit via the Service on Your behalf. You hereby grant to Evidencity a non-exclusive license to use Your data, including, any personally identifiable data that You provide, as necessary to provide You with the Service. You retain ownership of Your data. You are responsible for maintaining the confidentiality of Your login and account, if any, and are fully responsible for any and all activities that occur under Your login or account. You agree that You have provided any necessary notices to, and obtained any necessary consents from, individuals whose personally identifiable information You provide to Evidencity.
3.4. Evidencity’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.
3.5. Payment and Electronic Communications
If You make a purchase through the Service, You are expressly agreeing that Evidencity is permitted to bill You the applicable fees, any applicable tax and any other charges You may incur with Evidencity in connection with Your purchase of a document, record and/or report (“Charges”). The Charges are as set forth on each country card and will be confirmed in the order form. Charges may be invoiced to You and payable net 30 days from the invoice date or will be billed to the credit card account You provide in accordance with the billing terms in effect at the time the Charges are due and payable. If payment is not received or cannot be charged to Your credit card account for any reason, Evidencity reserves the right to either suspend or terminate Your order and Your access to the Service and terminate these Terms. All purchases are non-cancellable and all charges are non-refundable except as expressly set forth herein.
By using the Service, You consent to receiving electronic communications from Evidencity. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These electronic communications are part of Your relationship with Evidencity and You receive them as part of Your purchase. You agree that any notices, agreements, disclosures or other communications that we send You electronically will satisfy any legal communication requirements, including that such communications be in writing.
4. DATA PRIVACY AND SECURITY
4.1. In providing You the Service, Evidencity maintains administrative, physical and technical safeguards that are reasonably designed to protect the security, confidentiality and integrity of Your data. The Service, however, is not intended for data storage or retention and You agree and acknowledge that Evidencity has no obligation to retain Your data or Your ordered documents, records or reports, and may delete Your data or Your ordered documents, records or reports from the Evidencity Service at any time. You are responsible for backing up Your own data and documents, records and reports.
5. INTELLECTUAL PROPERTY RIGHTS
Evidencity retains all rights, title and interest in and to all of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service or in any Intellectual Property Rights associated therewith.
Evidencity shall have, and You hereby grant to Evidencity, a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback Evidencity receives from You.
6. THIRD PARTY SERVICES
The Service may contain links to, or otherwise may allow You to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Other Services”) in conjunction with Evidencity’s Service. If You decide to access and use such Other Services, be advised that Your use is governed solely by the terms and conditions of such Other Services, and Evidencity does not endorse, is not responsible for, and make no representations as to such Other Services, their content or the manner in which they handle Your data. Evidencity is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Other Services, or Your reliance on the privacy practices or other policies of such Other Services.
7. DISCLAIMER OF WARRANTIES
THE SERVICE, INCLUDING THE WEBSITE AND CONTENT, AND ANY DOCUMENTS OR RECORDS THAT YOU ORDER THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. EVIDENCITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT EVIDENCITY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE. NO INFORMATION OR ADVICE OR DOCUMENTS OR RECORDS OBTAINED BY YOU FROM EVIDENCITY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. You acknowledge that Evidencity obtains public records from various record repositories in various nations at Your request. While Evidencity believes that these records are accurate and that the records obtained are in fact the records that are maintained in the various public repositories, You acknowledge and agree that Evidencity is not a guarantor of the accuracy or the authenticity of such records. You assume all risks of using any documents, records or reports obtained through the Service. Evidencity makes no representation that the information provided in a record, document or report pursuant to Evidencity’s consultants’ research is factual or correct. Though Evidencity and its agents take commercially reasonable measures to source the most qualified individuals in the local country environment to obtain information, reports are based upon information obtained from such country sources and, in some cases, the information provided from these sources is subjective in nature. As such, Evidencity has no liability arising out of the inaccuracy of the information provided from these various country sources.
8. LIMITATION OF LIABILITY
8.1. NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR SUCH PARTY’S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS HEREUNDER.
8.2. LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, EVIDENCITY’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM THE SERVICE SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) ANY PAYMENTS (IF ANY) MADE BY YOU ON THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 8.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THESE TERMS, IF ANY, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF EVIDENCITY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
8.3. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, EVIDENCITY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless Evidencity from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from Your breach of these Terms, or Your and Your end users’ access to, use, misuse or illegal use of the Service or the documents, records or reports or arising from Your data or any actions You take or do not take in response to documents, records or reports received through the Service or based on the documents, records or reports being inaccurate. Evidencity will provide You notice of any such claim, suit, or proceeding. Evidencity reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist Evidencity’s defense of such matter.
10. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
You shall not assign these Terms to any third party except upon Evidencity’s prior written consent. Any purported assignment in violation of this section shall be void. Subject to the foregoing, these Terms and each and all of the provisions hereof bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.
Evidencity may amend these Terms from time to time, in which case the new Terms will supersede prior versions. It is Your responsibility to review these terms from time to time; provided, that Evidencity will provide registered active users of the Service with an email notice of the change. In the event that You do not agree to any revised Terms, You must immediately cease using the Service and these Terms will terminate.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
12. EXPORT COMPLIANCE AND USE RESTRICTIONS
Certain Content, the software components of the Service may be subject to U.S. export control and economic sanctions laws. If You are subject to U.S. laws, You agree to comply with all such laws and regulations as they relate to the software and Content, and access and use of the Service. You shall not access or use the Service if You are located in a country in which the U.S. Department of Commerce, Bureau of Industry and Security, has prohibited certain exports. A list of such prohibited jurisdictions can be found its website at http://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear. You shall also not provide access to the Service to any government, entity or individual located in such prohibited jurisdictions.
You acknowledge that Evidencity has advised its various employees and various subcontractors of the provisions of the U.S. Foreign Corrupt Practices Act ("FCPA") and the U.K. Anti Bribery Act ("UKAA"), and that these various employees and subcontractors of Evidencity have agreed in writing to comply with their respective provisions. However, You acknowledge that Evidencity is not a guarantor that its various subcontractors and employees will comply with these provisions. You agree to hold harmless Evidencity from any violations of these statutes because Evidencity has taken reasonable efforts to have its various subcontractors and employees comply with these laws. Evidencity uses reasonable efforts to comply with industry standards in the investigation and vetting of its various employees and subcontractors.
13. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
14. TERMINATION AND SURVIVAL
You may terminate these Terms at any time by ceasing use of the Service but You will not receive any refund of prepaid fees for submitted order forms. Evidencity may terminate these Terms on thirty (30) days written notice to You if You breach any of these Terms and the breach remains uncured at the end of such thirty (30) day period. On any termination of these Terms You will cease using the Service and Evidencity may delete all of Your data and/or documents, records and reports that You have ordered.
Section 3.2, Section 5 (Intellectual Property Rights), the disclaimers in Section 7, and Sections 8 (Limitation of Liability) through 16 (Contact Us) will survive any termination of these Terms.
15. GOVERNING LAW
These Terms shall be governed by the laws of the State of California without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County, for the purpose of resolving any dispute relating to Your access to or use of the Service.
16. CONTACT US
If You have questions or concerns about these Terms, please contact us at email@example.com.