EVOLVE Legal Solutions LLC (“EVOLVE”) provides this website to you (the “Customer”), subject to these terms and conditions (this “Agreement”). This Agreement is a legal agreement between the Customer and EVOLVE and governs all use of the EVOLVE website, including all content, features, information and services. By accessing, browsing or using the EVOLVE website, Customer acknowledges that it has read, understands and agrees to be bound by the terms and conditions in this Agreement. Each time you access the EVOLVE website, you agree to be bound by this Agreement. If Customer does not agree to the terms and conditions set forth in this Agreement, please do not use the EVOLVE website.
Services. EVOLVE agrees to provide Customer with access to the EVOLVE Compliance website, including a nonexclusive, non-assignable license(s), in the number indicated on the online customer order form (the “Order Form”), to use the contents of the EVOLVE website as authorized by the website and in accordance with the terms of this Agreement (the “Service” or “Services”).
Term. The term of the Agreement will begin on the date that the Customer receives access to the Services for an initial term of two (2) years (“Initial Term”). After the Initial Term, the term of this Agreement will automatically renew for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Term”). Either party may terminate by giving the other, non-terminating, party written notice at least (30) days prior to the end of the Initial Term or the then current Renewal Term.
Payment. In consideration of the Services, Customer agrees to pay to EVOLVE the fees according to the terms on the Order Form. Customer is responsible for all sales, use and other taxes applicable to all payment transactions associated with this Agreement. Customer authorizes EVOLVE, without any additional advance notice, to charge all payments owed under this Agreement to the credit card most recently provided to EVOLVE. Any fees not collected from the Customer in full, for any reason, on the first business day of the Initial Term, on, or following, the first anniversary of the Initial term or of any Renewal Term (the “Payment Deadline”) will bear interest at the greater of 1.5% per month or the maximum rate allowed by law. If EVOLVE cannot collect payment from Customer, in full, on the Payment Deadline, then EVOLVE will have the right to automatically and immediately disable Customer’s ability to access and use the Services including, without limitation, all licenses associated with the Services. EVOLVE will restore Customer’s access to the Services upon receipt of full payment for all outstanding fees, including any interest, and Customer’s abidance by all other terms of this Agreement. If the credit card most recently provided to EVOLVE cannot be charged the full payment due on the Payment Deadline, Customer agrees to provide EVOLVE with updated credit card information prior to the Payment Deadline.
Fees. EVOLVE reserves the right to adjust fees charged to the Customer under this Agreement for Services rendered after the Initial Term. All fees paid by Customer under this Agreement are nonrefundable and there are no refunds or credits for any portion of an Initial Term or Renewal Term.
Rights Granted. All rights not expressly granted to Customer in this Agreement are retained by EVOLVE. Upon the termination of the Agreement, Customer’s right to access or use the Services will terminate.
Data. EVOLVE retains all ownership and intellectual property rights to EVOLVE and the Services including, without limitation, all content, features and functionality available on the EVOLVE website whether in, or converted to, an electronic, print or any other format.
Updates. Customer agrees to receive, without further notice or prompting, updated versions of the Services and any related software.
Authorized Users. Customer will use the Services subject to and in compliance with the terms of this Agreement and EVOLVE’s instructions/user manuals, if any, only through its management, clinical and / or administrative personnel granted an individual license pursuant to this Agreement and the Order Form (each individual in receipt of such license, an “Authorized User”). Customer is responsible for ensuring all Authorized Users comply with the terms set forth in this Agreement. Customer will designate one Authorized User as the primary contact to interact with EVOLVE during the term of this Agreement. Customer agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Services. Customer will not share the rights of any Authorized User to use the Services with more than one individual.
Legal Disclaimer. The Services are not intended to be and will not be considered, or used as, legal advice. This Agreement does not create any attorney-client relationship between the parties or between Customer and any third-party. Customer uses the Services at its own risk.
Third Party Links. The Services may include links to third-party websites and resources. EVOLVE makes no representation or warranty as to any third-party content, products or services, including any other website or resource which Customer may access through, or while using, the Services. Customer agrees that EVOLVE is not responsible or liable, directly or indirectly, for any damages or loss caused or alleged to be caused by, or in connection with, use of any such third-party content, products or services available on or through any such website or resource. Customer acknowledges that EVOLVE is not responsible for the availability of external websites and resources and is not responsible or liable for their content, advertising, products, services or other materials. References to any names, marks, products or services of any third parties or hypertext links to third-party sites or information encountered as part of the Services are provided solely as a convenience to Customer, and do not constitute or imply an endorsement, sponsorship or recommendation of, or affiliation with, the third-party or its products or services.
Limitations on Use.
Authority & Access. Customer has full power and authority to enter into this Agreement which is valid and binding upon Customer. Customer acknowledges that it owns, or otherwise has, or will have access to the equipment needed to use the Services, including, but not limited to, a high-speech internet connection, minimum hardware requirements and a device to access the internet.
Ownership/Intellectual Property Rights. Customer acknowledges and agrees that EVOLVE owns all right, title and interest, including patent, copyright, trade secret, trademark, service marks, logos and other proprietary rights, in and to the Service, including, without limitation, the EVOLVE Services, the Service documentation, any corrections, bug fixes, enhancements, derivatives, updates or other modifications to the Services, any data or information developed or provided by EVOLVE, any know-how, methodologies, equipment, or processes used by EVOLVE to provide the Services, any intellectual property in the Services, any EVOLVE source code and object code. Customer acknowledges that it is being granted only a limited right of use the Service, which remains revocable in accordance with the terms of this Agreement. Customer agrees that it will not assert any ownership interest in EVOLVE, the Services, or any components thereof.
Modifications. If Customer communicates any ideas for modifications, enhancements, or improvements to the Service or provides any other suggestions or feedback to EVOLVE relating to the Service (“Modifications”), Customer hereby grants to EVOLVE a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid license to make, use, copy, modify, distribute any such Modifications, including derivative rights thereto, as part of any product, technology, or service offered by EVOLVE.
Termination of Agreement. EVOLVE may terminate this Agreement, without cause and without penalty, by providing Customer with thirty (30) days advance written notice of such termination. If EVOLVE terminates this Agreement without cause, EVOLVE will refund to the Customer the amount of the fees already paid pursuant to this Agreement that are attributable to each whole calendar month, on a prorate basis, remaining in the then-current term after such termination is scheduled to take effect.
In addition, EVOLVE may immediately suspend Customer’s access to the Services if the Customer fails to pay EVOLVE for Services as required by this Agreement or if Customer violates the “Limitations on Use” described in this Agreement. Any suspension by EVOLVE of the Services under this paragraph will not excuse Customer from Customer’s obligation to make payments under this Agreement.
DISCLAIMERS. OTHER THAN AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EVOLVE SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE. EVOLVE MAKES NO WARRANTY THAT THE SERVICES OR ACCESS TO THE SERVICES OR ANY OF THE RESULTS DERIVED THEREFROM WILL BE UNINTERRUPTED, SECURE, COMPLETE, ACCURATE OR ERROR-FREE OR THAT EVOLVE WILL CORRECT ALL SERVICE ERRORS. EVOLVE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS RELATING TO CUSTOMER’S, AUTHORIZED USER’S, OR ANY THIRD PARTY’S ABILITY TO ACCESS OR USE THE SERVICE. THE PARTIES AGREE THAT EVOLVE HAS NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO CUSTOMER’S COMPLIANCE WITH RESPECT TO APPLICABLE COMPLIANCE PROGRAM REQUIREMENTS, WHETHER FEDERAL OR STATE LAW, OR ANY OTHER LAWS, RULES AND REGULATIONS APPLICABLE TO CUSTOMER. FURTHER, EVOLVE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE OR INJURY TO CUSTOMER, AUTHORIZED USERS, OR OTHER THIRD PARTY ARISING FROM ANY USE OF ANY ADVICE, PRODUCT, FEATURE, INFORMATION, POLICY, IDEA OR INSTRUCTION CONTAINED IN THE SERVICES, OR ITS DOCUMENTATION, OR ANY ERRORS OR FAILURES FROM DATA OR INFORMATION ENTERED OR EXCLUDED FROM THE SERVICES.
LIMITATION ON LIABILITY. NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREIN, IT IS UNDERSTOOD AND AGREED THAT EVOLVE AND ITS EMPLOYEES, CONTRACTORS, AGENTS, VENDORS, REPRESENTATIVES, AFFILIATES, SUCCESSORS, DIRECTORS, OFFICERS, SUBSIDIARIES, PARENT COMPANIES, OWNERS, MANAGERS, PARTNERS, SHAREHOLDERS, ATTORNEYS, CONSULTANTS, MANAGERS, AND EXECUTIVES, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF USE OF THE SERVICE, LOST DATA, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE SERVICES, LOSS OF BUSINESS REPUTATION OR GOODWILL, DOWNTIME COSTS OR ANY DAMAGES DUE TO USE, MISUSE OR INTERPRETATION OF INFORMATION CONTAINED OR NOT CONTAINED IN THE SERVICES) SUFFERED BY CUSTOMER OR ANY THIRD-PARTY, EVEN IF EVOLVE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE ENTIRE LIABILITY OF EVOLVE FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE AMOUNT OWED TO EVOLVE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF THE CLAIM FOR SUCH DAMAGES.
Disparagement. Customer agrees, and will require its employees, contractors, agents, and representatives to agree, not to take any action which is intended or would reasonably be expected to harm EVOLVE or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity of EVOLVE. This will include, but will not be limited to, Customer or its employees, customers, agents, or representatives disparaging EVOLVE or its employees, customers, agents, vendors, representatives, affiliates, successors, directors, officers, subsidiaries, parent companies, owners, managers, partners, shareholders, attorneys, consultants, managers, or executives. Disparage will include any negative statement, whether written or oral.
Governing Law. The Agreement has been executed and delivered in, and will be interpreted, construed, and enforced pursuant to and in accordance with the laws of the State of Ohio, without regard to choice of law or conflicts of law principles.
Arbitration. The parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to the Agreement or otherwise, and any claim or dispute related to the Agreement or the relationship or duties contemplated under the Agreement, including the validity of this arbitration clause, will be resolved by binding arbitration by the American Arbitration Association (“AAA”), under its Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Information about filing a claim may be obtained and claims may be filed with AAA at Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043, Telephone: 877-495-4185, Fax: 877-304-8457, E-mail: email@example.com, Online: https://apps.adr.org/webfile, Website: www.adr.org. If the AAA process is no longer in existence at the time of the dispute, or AAA is unwilling or unable to conduct the arbitration, then the parties will mutually agree on an alternative organization to conduct the arbitration. The parties agree that EVOLVE will pay fifty percent (50%) of the arbitrator’s fees and that Customer will pay the remaining fifty percent (50%) of the arbitrator’s fees. Statutes of limitation and award caps that would be applicable to a comparable civil action brought in an appropriate court in Cuyahoga County will apply to the arbitration and any award. The parties agree that EVOLVE is engaged in interstate commerce and that the agreement to arbitrate disputes and the arbitration proceeding will be governed in accordance with the Federal Arbitration Act. If for any reason there is a finding that the Federal Arbitration Act cannot be applied, then the parties make clear their intent that their disputes/claims be resolved pursuant to Chapter 2711 of the Ohio Revised Code, and that the parties do not want their disputes/claims resolved in a judicial forum. If the dispute is resolved pursuant to Chapter 2711 of the Ohio Revised Code, then any arbitration panel will consist of three persons.
Any arbitration by Customer must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date Customer first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there will be no right to any remedy for any claim not asserted within that time period. A claim will be waived and forever barred if it arose prior to the date upon which notice of arbitration is given to the EVOLVE or received by the Customer, and is not presented in the arbitration proceeding.
Audit. EVOLVE may audit Customer’s use of the Services. Customer agrees to cooperate with EVOLVE’s audit and provide reasonable assistance and access to information. If an audit determines that Customer is using the Services in excess of Customer’s rights or otherwise violating this Agreement, Customer agrees to pay EVOLVE any applicable fees due within thirty (30) days of written notice from EVOLVE. EVOLVE will not be responsible for any costs Customer incurs in cooperating with an audit.
Attorney’s Fees. Each party is responsible for payment of their own legal fees and costs in connection with enforcing the terms of the Agreement.
Notices. Any notice under the Agreement must be in writing and sent as follows:
Customer must send all notices to EVOLVE to the address provided on the EVOLVE website at the time the notice is sent by registered or certified mail, return receipt requested.
EVOLVE must send all notices to Customer to the mailing address set forth on the Order Form by registered or certified mail, return receipt requested.
All notices provided pursuant to this section shall be deemed given on the third (3rd) business day following the mailing of any such notice. Any notice not provided in accordance with this section will not constitute notice to the other party. Any party may change its address for notice by giving notice in accordance with this section.
Publicity. Customer may not, without EVOLVE’s prior written consent, issue any press release or announcement, or advertise or publish any information, mentioning EVOLVE or containing any information relating to the subject matter of the Agreement or the relationship between the parties. Customer will not use the name, logo, symbol or trademark of EVOLVE in any promotional material, unless review and approval of the intended use is first obtained in writing from EVOLVE. EVOLVE, however, may identify Customer as a recipient of Services and use Customer’s logo in sales presentations, marketing materials, press releases and for promotional purposes.
Entire Agreement. Other than as explicitly agreed upon in writing between EVOLVE and Customer, this Agreement constitutes all the terms agreed upon between EVOLVE and Customer and supersede any prior agreements, understandings, and representations in relation to the subject matter of the Agreement, whether written or oral.
Waiver. Any failure by EVOLVE to enforce this Agreement or any provision thereof, will not waive EVOLVE’s right to do so.
Assignment. Customer may not assign any right or delegate any duty under the Agreement without EVOLVE’s prior written consent. Any attempted assignment or delegation by Customer will be void and of no effect. EVOLVE may assign the Agreement to any successor entity that acquires EVOLVE, and such assignment will forever release EVOLVE under the Agreement.
Amendment. No amendment, modification, waiver, or discharge to or of the Agreement will be valid unless made in writing signed by both parties.
Severability. Should any provision of the Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability will not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreement, and the application of that provision will be enforced to the extent permitted by law.
Survival. The duties of the parties in the Agreement relating to limitations on use, ownership/intellectual property rights, fees, disclaimers, limitation on liability, disparagement, confidentiality, governing law, arbitration, attorney’s fees, notices, publicity, and survival must remain in effect even after termination of the Agreement and will survive their termination.