Evideen LLC (“Evideen”) allows individuals and entities to access and use the Evideen web and mobile platform (“Evideen Platform”) under this Terms of Use Agreement (this “Agreement”). The Evideen Platform includes all web and mobile sites associated with Evideen, all application programming interfaces (APIs), and all applications and communication tools provided by Evideen. Individuals and entities that access the Evideen Platform to provide independent contractor services shall be referred to “Independent Contractors and/or “Users”. By accessing or using the Evideen Platform, you become a User and you and any organization you are authorized to represent hereunder (collectively “you”) accept the terms and conditions of this Agreement and agree as follows:
The Evideen Platform is a proprietary platform that creates efficiencies in managing Assignments (as defined below) provided to Independent Contractors and allowing such Independent Contractors to deliver services to Evideen. The initial Independent Contractor becomes a User by creating an account on the Evideen Platform (“Account”). If the User is a company or entity (as opposed to an individual), the Company initially designates an administrator to administer such Account (“Administrator”). Such Administrator may invite or add additional individual Users who are his/her or his/her organization’s employees reported to the Internal Revenue Service (IRS) on Form W-2 (“Internal Users”) to such Account and assign such Internal Users various roles and permissions within such Account. The User profiles of such Administrator and any applicable Internal Users are grouped together in the applicable Account. No User may have a profile in more than one Account. Independent Contractors that provide services to Evideen or Evideen’s clients (collectively, “Clients”) are doing so as independent contractors in the country where the Independent Contractor is domiciled. No Independent Contractor will perform services through the Evideen Platform outside of the country where that Independent Contractor is domiciled. Evideen’s role consists solely of providing access to and use of the Evideen Platform to all Users and Evideen does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Assignment delivered by Independent Contractors, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Evideen makes no representations about the suitability, reliability, timeliness, or accuracy of the Assignments requested, undertaken and/or provided by Users. Generally, your Assignments will be described in an Assignment description, which will include fulfilling the Assignment tasks and inputting the required information back into the Evideen Platform in accordance with any applicable instructions provided.
By registering to use, and by using, the Evideen Platform, you represent, warrant, and covenant that:
Evideen shall have the right to terminate your ability to access and use the Evideen Platform, including closing your Account, in accordance with the community guidelines, for any reason or no reason, at any time without notice.
At your request, Evideen will close your Account by disabling all future use of such Account. However, you understand and agree that Evideen may retain any information associated with your Account to the extent that Evideen is required to retain such information as required by applicable law or to report such information to third parties, including law enforcement authorities or other federal, state, municipal, provincial, territorial or local taxing authority.
The Evideen Platform is proprietary. Except with respect to content uploaded to the Evideen Platform by you (“User Content”), Evideen has sole and complete ownership of the Evideen Platform, all content thereon and all intellectual property rights therein. As such, you will not (1) create or operate any platform, site or business that is based in whole or in part on the processes or content on the Evideen Platform, without the prior written consent of Evideen; (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display, or post on any other website any content from the Evideen Platform without prior written consent from Evideen; (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish, or sell in any form or by any means, in whole or in part, the Evideen Platform; or (4) injure the Evideen Platform in any way, including through the creation or deployment of any virus or corrupted data or copying the Evideen Platform or hindering the functioning of the Evideen Platform. Subject to your agreement with and continued compliance with this Agreement, Evideen hereby grants you a limited, non-exclusive, revocable, non-transferable license to use and access the portions of the Evideen Platform that you are authorized and eligible to use and access. This limited license is revocable by Evideen at any time without notice and with or without cause. All rights not expressly granted by the Evideen are reserved.
You hereby grant Evideen a non-exclusive, worldwide, transferable, fully-paid, royalty-free, perpetual, irrevocable right and license (with the right to sublicense), through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and archive your User Content for any purpose in connection with the Evideen Platform. Evideen has the right to use all data that does not personally identify and/or cannot be combined with readily available information to identify an individual User to Evideen for its internal business purposes, including without limitation for research and marketing, product enhancement and statistical analysis. Evideen has the right to access your location via your mobile device and provide such information to actual or potential Clients and other Users of the Evideen Platform. Evideen has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate or remove any information existing on or transmitted to the Evideen Platform that it, in its sole discretion, believes (1) is unacceptable or in violation of this Agreement, (2) may create liability for Evideen or its Users, or (3) may cause Evideen to be in breach of its agreements with third-party service providers, including its internet service providers.
As a service to its Users, the Evideen Platform may, from time to time, include links to vendors that provide various services including, but not limited to, consumer reports, business reports, background checks, insurance, credit scores, and/or drug testing, which a User may, in his or her sole discretion and at his or her sole expense, elect to acquire and include in his or her User profile. If you use the services offered by such vendors, you agree to comply with all applicable law, including the Fair Credit Reporting Act. Evideen expressly disclaims any liability for the accuracy of any such information, or the relevance of any such information in connection with the Evideen Platform. You acknowledge and agree that such information is self-reported by the relevant User, may vary significantly from time to time, and depending upon the provider of such information, may or may not be a reliable predictor of a User’s abilities or performance and is done at your sole risk. By using services provided by such vendors on the Evideen Platform you hereby consent to the automatic, public release of your report's results. Evideen expressly disclaims any and all liability for the release of such information in your User profile, or for any other User’s reliance on such self-reported User information, and you expressly release Evideen for any liability associated with such posting and reliance.
By submitting to the background check this information, you affirm that all of the information in your application is correct, complete, and applicable to you. Furthermore, you authorize Evideen to obtain a consumer report that may contain information on your criminal history, address history, character, general reputation, personal characteristics, and mode of living. You understand that Evideen may review this report and that Evideen retains the right to remove your profile and account from the Evideen site based on this report subject to any applicable laws. You hereby consent if the results of your report are "CLEAR," you consent to the automatic, public release of your report's results. If the results of your report are "CLEAR" or if you decide to share this report publicly after receiving results that are not "CLEAR," you understand that the information in this report may factor into decisions to engage you as a provider of services. You agree to indemnify and hold harmless Evideen from any loss or liability that may result from your sharing this report publicly.
Evideen does not make any representations and disclaims all warranties, expressed or implied, regarding the User Content, including with respect to accuracy, legality, safety, completeness or quality thereof. Evideen cannot and does not guarantee verification of each User’s identity and/or the information contained in any User profile, the suitability of any Independent Contractor to fulfill its obligations under an Assignment. Consequently, it is a User’s responsibility to verify suitability with respect to an Assignment. Evideen’s website may contain links to websites operated by third parties: These links are for convenience only and Evideen is not responsible for their content, privacy policies nor is the link an endorsement of any linked material. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EVIDEEN PLATFORM, ITS SERVICES, AND USER CONTENT ARE PROVIDED TO YOU AND OTHER USERS HEREUNDER “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE EVIDEEN PLATFORM AND SERVICE RESIDES WITH YOU AND OTHER USERS. EVIDEEN HEREBY DISCLAIMS ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You acknowledge and agree that Evideen shall have no responsibility whatsoever for any actions or inactions of any User. This includes, without limitation, claims or disputes concerning the quality of an Independent Contractor’s work, a Client’s payment of fees and expenses, another User’s compliance with the terms of this Agreement, or any form of harm to business or equipment caused by another User. You hereby covenant that you will not, anywhere in the world, initiate or cause to be initiated against Evideen, any lawsuit, cause of action, claim, or demand, whether at law or equity, that is related in whole or in part to the actions or inactions of another User.
IN NO EVENT WILL EVIDEEN BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH, OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE EVIDEEN PLATFORM OR SERVICES PROVIDED OR PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE OR OTHERWISE. YOU AGREE THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF EVIDEEN, THAT EVIDEEN’S LIABILITY SHALL BE LIMITED TO THE TOTAL SUM OF FEES ACTUALLY RECEIVED BY EVIDEEN FOR THE ASSIGNMENT, AND ONLY THAT ASSIGNMENT, THAT CAUSED SUCH LIABILITY.
You will abide by all applicable laws, statutes, ordinances and regulations, including laws governing speech (e.g., defamation), copyright, personal privacy, confidentiality, and other individual rights in using the Evideen Platform. You may not post content on or communicate through the Evideen website in violation of any applicable law, nor require a User to violate any applicable law or agreement, including any confidentiality or non-disclosure agreement.
The Evideen Platform is designed to be an interactive platform between Users. When using the Evideen Platform, you shall (1) conduct your business with the highest ethical standards and with fairness, and (2) treat and communicate with other Users in a respectful and professional manner. None of your communications on or through the Evideen Platform shall be unlawful, defamatory, threatening or harassing. You will not disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users.
Evideen will post an Assignment with a specific payment in United States (U.S.) dollars associated with the satisfactory completion of the work stipulated in such Assignment. All such payments are stated inclusive of all sales, use, value added and similar taxes and no such tax amount shall be charged in addition to specified payments. Evideen may select the Independent Contractors that may view such Assignment. Any selected Independent Contractor may choose to accept or reject such Assignment, negotiate the payment for the work in such Assignment, or negotiate the timing and means in which the work is completed. All negotiations are between the Independent Contractor and Evideen and do not involve Evideen’s Clients. While Evideen endeavors to pay Independent Contracts who have satisfactorily completed the work stipulated in such Assignment as promptly as possible, Evideen may pay Independent Contractor up to thirty (30) days after an Assignment is completed. Payment is made automatically via the Evideen Platform. It is in an Independent Contractor’s sole discretion to accept an Assignment under terms acceptable to such Independent Contractor. Except as set forth below, once an Independent Contractor accepts, or applies and is accepted for, an Assignment, such Independent Contractor may not reassign the Assignment to any other person or entity, whether on the Evideen Platform or not and such Independent Contractor agrees to directly perform the work stipulated in the Assignment to the satisfaction of the Client. Notwithstanding the foregoing, an Independent Contractor may reassign the Assignment if such Independent Contractor is an Administrator and the Administrator may reassign an accepted Assignment to an Internal User that is on its Account.
Offers of work, issued through the Evideen Platform, that include a description of the services needed and the tasks to be completed, a broad time when the services and tasks can be performed, a location where the services is to be rendered, in exchange for specified payment are referred to as “Assignments”.
Independent Contractors shall provide adequate information about their capabilities to perform the Assignment requested. Independent Contractors will accept only those Assignments that they are capable of completing in a timely fashion and in accordance with the Assignment specifications. In the event that a User is incapable of performing an Assignment for any reason in a timely manner, such User will contact Evideen as soon as possible.
Evideen provides tools that allow Users to move funds in U.S. dollars into and out of their Accounts on the Evideen Platform. You hereby authorize Evideen to take action on your behalf in order to add or withdraw funds from the third-party accounts you provide. In order to receive and/or withdraw funds you must provide a valid routing number and account number with a depository financial institution that participates in the Automated Clearinghouse (ACH) system. Evideen may provide additional receipt and/or withdrawal methods through third parties; any fees charged by those third-party services will be the sole responsibility of the User that is receiving and/or withdrawing funds. You will lose all title to funds that you have earned through the Evideen Platform if you have been found to violate this Agreement. Evideen may restrict your ability to withdraw or add funds to your Evideen Accounts at any time if you violate these Terms of Use.
You are responsible for payment and reporting of any taxes related to your usage of the Evideen Platform. Evideen is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the Users’ tax status.
Users who are U.S. citizens or other U.S. persons will not be able to withdraw funds from their Evideen Account unless there is an IRS Form W-9, which has been validated using the IRS Taxpayer Identification Number (TIN) Matching Program, on file with Evideen. Other Users will not be able to withdraw funds from their Evideen Account unless there is a validated TIN and unless they have confirmed the successful completion of IRS Form W-8. Users are responsible for all applicable taxes as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, or any other local, state, municipal, provincial, territorial, foreign or federal tax of any kind, as well as any governmental reporting obligations thereto. Users agree to accept electronic delivery of their IRS Form 1099-MISC or any other government tax forms. Each User’s IRS Form 1099-MISC, or other applicable tax documents, will be available after its publication in the User’s Account. Evideen may also provide an annual report on the User’s taxable income generated, during the most recent calendar tax year, on the Evideen Platform. Once the IRS Form 1099-MISC or any other applicable tax form is published in the User’s Account, the User may download it at any time. Evideen will provide a hard copy of any User’s tax documents upon request as required under the guidelines of the appropriate taxing authority.
The laws of the State of New York shall govern the interpretation of this Agreement and the substantive merits of any legal dispute arising from or related to this Agreement, without regard to conflicts of law provisions.
THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE EVIDEEN, ITS MANAGERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARE NOW IN EXISTENCE OR MAY ARISE IN THE FUTURE AND IN ANY WAY RELATE TO A DISPUTE WITH ONE OR MORE USERS OR OTHERWISE, A DISPUTE ARISING OUT OF THE USE OF THE EVIDEEN PLATFORM, OR YOUR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. WHERE APPLICABLE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
All parties to this Agreement are independent contractors and not joint venturers, franchisors or franchisees, partners, employees, agents or brokers of Evideen or any of Evideen’s Clients, or for any recipient of the services on an Assignment (the “End Customer”). Each User hereby acknowledges and agrees that the Evideen Platform is intended for use solely by Users who can appropriately enter into independent contractor relationships with one another for Assignments in accordance with applicable law. Notwithstanding the foregoing, each User acknowledges and agrees that Evideen does not guarantee that an Independent Contractor is an independent contractor, and that Evideen is not responsible for and shall not be liable to any other party for such determination. By entering into this Agreement, each User represents that the User has determined that an independent contractor relationship will exist between such User and all other Users and Evideen.
Independent Contractors represent and acknowledge that they are not employees of Evideen. Independent Contractors are and shall identify themselves as independent contractors to any third party. As an independent contractor, the Independent Contractor shall not be treated as an employee, partner, agent or joint venturer for federal, state, municipal, provincial, territorial and local tax purposes or any other purpose. As independent contractors, Independent Contractors are solely responsible for any and all federal, state, municipal, provincial, territorial and local income tax and social security and unemployment taxes, pension plan contributions, health insurance contributions, any VAT tax, sales tax, use tax social services tax or other payroll taxes and any Independent Contractors’ compensation contributions for itself and any of its employees. Independent Contractors will be responsible for maintaining all records and remitting any taxes and submitting any required documentation, returns or filings to the appropriate taxing authorities. Evideen disclaims any responsibility for the foregoing, and Independent Contractor and Client each agree to indemnify and hold Evideen harmless against any such taxes and contributions. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE AS AN INDEPENDENT CONTRACTOR AND THIS IS AN ESSENTIAL TERM OF THIS AGREEMENT. As independent contractors, Independent Contractors bear all of the costs and risks of operating their own business, including risks of loss. Independent Contractors agree to report the income received pursuant to this Agreement consistent with the reporting requirements of an independent contractor. As independent contractors, Independent Contractors retain the right to provide services to other Clients of their choosing as well as entities not on the Evideen Platform.
As an independent contractor, the Independent Contractor has the right to:
The Independent Contractor agrees that as an independent contractor, the Independent Contractor is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of providing the service or task. The Independent Contractor further understands that there shall be no separate reimbursement for any materials, supplies, equipment or operating costs by Evideen or the Client, except for those enumerated in the Assignment and agreed to by Evideen or the applicable Client. The Independent Contractor agrees that in performing any services secured through the Evideen Platform, the Independent Contractor will be acting in the ordinary course of the Independent Contractor’s own business. The Independent Contractor agrees that it will not in any way identify its place of business or establishment as a place of business or establishment of Evideen or the Client. In the event that a dispute arises as to the status of Independent Contractor as an independent contractor, or as to any rights or benefits from Client or a third party to which Independent Contractor may claim to be entitled, Client, such third party and Independent Contractor, and not Evideen, are responsible for resolving such disputes.
You shall not use or disclose any proprietary or confidential information with which you obtain or otherwise gain access to as a result of your access to or usage of the Evideen Platform (including but not limited to the performance of an Assignment). All information regarding an Assignment, whether or not in writing, of a private, secret or confidential nature concerning the business or financial affairs of Evideen or its Clients (collectively, “Proprietary Information”) is and shall be the exclusive property of Evideen or such Client. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of Evideen or its Clients. You will not disclose any Proprietary Information to any person or entity or use the same for any purposes (other than in the performance of your duties as stipulated in the Assignment) without written approval by an officer of Evideen or such Client, unless and until such Proprietary Information has become public knowledge without your fault. While fulfilling the obligations of an Assignment, an Independent Contractor will use his/her best efforts to prevent unauthorized publication or disclosure of any Proprietary Information. The Independent Contractor agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Independent Contractor or others, which shall come into his/her custody or possession, shall be and are the exclusive property of Evideen or such Client to be used by the Independent Contractor only in the performance of his/her duties and shall not be copied or removed from any premises, except as stipulated in an Assignment.
Independent Contractors are prohibited from directly or indirectly contacting Client who are End Customers after the completion of the service and shall not circumvent Evideen in any way. For example, Independent Contractors may not leave business cards, flyers, website addresses or other contact information with any Client who is an End Customer.
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that Evideen provides in connection with your Account and your use of the Evideen Platform. Communications include: agreements and policies you agreed to (e.g., this Agreement; updates to Evideen agreements or policies; transaction receipts or confirmations; Account statements and history; federal and state tax statements Evideen is required to make available to you; and any other information related to any other Account or your transactions on the Evideen Platform.) Evideen will provide these Communications to you by posting them on the Evideen website or emailing them to you via the email information provided in your Account. In order to access and retain electronic Communications, you will need a current web browser (Evideen supports the latest versions of all commonly used web browsers) with cookies enabled; a recent version of Adobe Acrobat Reader to open documents in .pdf format; a valid email address (your primary email address on file with Evideen); and sufficient storage space to save past Communications or an installed printer to print them. Evideen will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from Evideen by updating this Agreement. By giving your consent above, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. You may withdraw your consent to receive Communications electronically by writing to us by email. If you fail to provide or if you withdraw your consent to receive Communications electronically, Evideen reserves the right to either deny your application for an Account, restrict or deactivate your Account, or charge you additional fees for paper copies. After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-MISC electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but Evideen will send your Form 1099-MISCs to you by U.S. mail. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication, Evideen previously sent you, you may request a copy within 180 Days after the date Evideen provided the Communication to you by contacting us as described above. Evideen will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file as your “Home” address in your Evideen Account Profile. If you request paper copies, you understand and agree that Evideen may charge you a records request fee for each Communication. The records request fee will not be charged if you request a Form 1099-MISC in paper form; for all other Communications, the records request fee is $100. It is your responsibility to keep your primary email address up to date so that Evideen can communicate with you electronically. You understand and agree that if Evideen sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Evideen will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Evideen to your email address book so that you will be able to receive the Communications that Evideen sends to you. You can update your primary email address or street address at any time by logging into the Evideen website. If your email address becomes invalid such that electronic Communications sent to you by Evideen are returned, Evideen may deem your Account to be inactive, and you will not be able to transact any activity using your Evideen Account until Evideen receives a valid, working primary email address from you.
You agree that Evideen shall not be responsible for, and you shall indemnify, defend and hold harmless Evideen, its officers, managers, directors, employees, agents, representatives and company affiliates from, any claims, actions, demands, damages, liabilities, and costs (including attorney’s fees) in any way arising out of or in connection with (1) your User Content, (2) your access or use of the Evideen Platform that is not consistent with this Agreement, (3) your violation of any term of this Agreement, (3) your breach of any representation, warranty or covenant made by you under this Agreement; and/or (4) your breach or violation of a right of any third party or of any law, statute, ordinance or regulation.
In the event that Evideen’s delivery of its services (including the availability of the Evideen Platform) is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other labor difficulties; terrorism, nuclear, biological or chemical attack or other act of war, computer “hacking” attack or computer virus; major failures of the internet infrastructure; any law, order, regulation or other action of any governing authority; or any other cause beyond Evideen’s reasonable control, Evideen shall be excused from such delivery to the extent that its delivery of its services is delayed, prevented, or otherwise made impracticable by such cause.
Evideen has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to directly or indirectly assign or transfer, by operation of law or otherwise, this Agreement or any rights thereunder to any other person or entity without Evideen’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. Any assignment or transfer contrary to this paragraph shall be void.
You affirm that you have carefully read this Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors and freely and voluntarily agree to all of the terms and conditions of this Agreement.
Please address all legal notices to Evideen LLC via email at legal@evideen.com
If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
As used in this Agreement, the word “shall” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural.
This Agreement contains the entire agreement between you and Evideen with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communication between them concerning its subject matter, and shall not be contradicted, explained or supplemented by any course of dealing or course of performance between Evideen and you.
Evideen may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Evideen provides notice of the Changes, whether such notice is provided through the Platform user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.