License and Services Agreement

License and Services Agreement

Acceptance of License and Services Agreement

This License and Services Agreement together with any documents it expressly incorporates by reference (collectively, this “License“), govern the sale of goods and services through evergreencompliancellc.com, including any content, functionality, and services offered on or through evergreencompliancellc.com (the “Website“).

Please read this License carefully before you make any purchase. This License is entered into by and between you (“Customer,” “you”) and Evergreen Compliance LLC (“Company,” “we,” or “us“). By subscribing to the Services provided through the Website, you affirm that you of legal age to enter into this License, and you accept and are bound by this License. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to this License.

This License is an integral part of the Website Terms of Use that apply generally to the use of our Website. You should also carefully review our Our Privacy Policy before placing an order for products or services through this Website.

We may revise and update this License from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Services following the posting of the revised License means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Company and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. 1. Definitions.

1. 1. • “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this License and (ii) for whom access to the Services has been purchased hereunder.
      • “Company IP” means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP does not include Customer Data.
      • “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
      • “Documentation” means Company’s user manuals and guides relating to the Services provided by Company to Customer either electronically or in hard copy form/end user documentation relating to the Services available at evergreencompliancellc.com.
      • “Services” means the pipeline compliance resources and services provided through the Website.
      • “Third-Party Products” means any third-party products owned by third parties provided with or incorporated into the Services.

1. 1. Access and Use.
      • Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all of the terms and conditions of this License, Company hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 11(g)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Company shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number authorized based on the Fees paid by Customer.
      • Documentation License. Subject to the terms and conditions contained in this License, Company hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(g)) license to use the Documentation, if any, during the Term solely for Customer’s internal business purposes in connection with its use of the Services.
      • Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this License. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
      • Reservation of Rights. Company reserves all rights not expressly granted to Customer in this License. Except for the limited rights and licenses expressly granted under this License, nothing in this License grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.
      • Suspension. Notwithstanding anything to the contrary in this License, Company may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Customer’s or any Authorized User’s use of the Company IP disrupts or poses a security risk to the Company IP or to any other customer or vendor of Company; (C) Customer, or any Authorized User, is using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Company’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. However, Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

1. 1. Customer Responsibilities.
      • General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this License. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this License if taken by Customer will be deemed a breach of this License by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this License’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
      • Third-Party Products. Company may from time to time make Third-Party Products available to Customer. For purposes of this License, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not use such Third-Party Products.

1. 1. Service Levels.
      • Service Levels. Subject to the terms and conditions of this License, Company shall use commercially reasonable efforts to make the Services generally available to Customer.
      • Support. This License does not entitle Customer to any support for the Services.

1. 1. Order Acceptance and Cancellation; Fees and Payment.
      • Order. Customer agrees that its order is an offer to pay for the Services. All orders must be accepted by us or we will not be obligated to provide the Services. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with the details of the Services you have ordered.
      • Trial Period; Charge. The Services are provided subject to a two week trial period during which period Customer will not be charged Fees for the Services. At the end of the trial period, if Customer has not cancelled its order, Customer’s credit card will be charged the Fees for the Services for the Term. Customer represents and warrants that (i) the credit card information Customer supplies to us is true, correct and complete, and (ii) Customer is duly authorized to use such credit card for the purchase.
      • Fees. Customer shall pay Company the fees (“Fees“) posted on the Website for the level of service and the number of Authorized Users requested by Customer, without offset or deduction. Customer shall make all payments hereunder in US dollars. If Customer fails to make any payment when due, without limiting Company’s other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.0% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all reasonable costs incurred by Company in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Company may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
      • Taxes. All Fees and other amounts payable by Customer under this License are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.
      • Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of 2 years after the termination or expiration of this License with respect to matters necessary for accurately determining amounts due hereunder. Company may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by this License, provided that if such inspection and audit reveals that Customer has underpaid Company with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds ten (10) percent for any annual Term. Such inspection and auditing rights will extend throughout the Term of this License and for a period of 2 years after the termination or expiration of this License.

1. 1. Intellectual Property Ownership.
      • Company IP. Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP and, with respect to Third-Party Products, the applicable third-party owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
      • Customer Data. Company acknowledges that, as between Company and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Company to provide the Services to Customer.
      • Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Company on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.

1. 1. Limited Warranty and Warranty Disclaimer.
      • Company warrants that the Services will be generally available on a 24/7 basis no less than 95% of the time during the Term, when accessed and used in accordance with the Documentation. Except as provided in the immediately preceding sentence, Company does not make any representations or guarantees regarding uptime or availability of the Services. The remedies set forth in Section 8 of this License are Customer’s sole remedies and Company’s sole liability under the limited warranty set forth in this Section 7(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND COMPANY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
      • EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a),THE SERVICES AND THE COMPANY IP IS PROVIDED “AS IS” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR COMPANY IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

1. 1. Indemnification.
      • Company Indemnification.
        • Company shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses“) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) that the Services, or any use of the Services in accordance with this License, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies Company in writing of the claim, cooperates with Company, and allows Company sole authority to control the defense and settlement of such claim.
        • If such a claim is made or appears possible, Customer agrees to permit Company, at Company’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Company determines that neither alternative is reasonably available, Company may terminate this License, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
        • This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (B) modifications to the Services not made by Company; (C) Customer Data; or (D) Third-Party Products.
      • Customer Indemnification. Customer shall indemnify, hold harmless, and, at Company’s option, defend Company from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this License, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this License; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; or (iv) modifications to the Services not made by Company, provided that Customer may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
      • Sole Remedy. THIS SECTION 8 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL COMPANY’S LIABILITY UNDER THIS SECTION 8 EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY UNDER THIS LICENSE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.

1. 1. Limitations of Liability.
      • IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS LICENSE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL FEES PAID TO COMPANY UNDER THIS LICENSE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.
      • ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS LICENSE, THE SERVICES OR USE OF THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

1. 1. Term and Termination.
      • Term. The initial term of this License begins on the Effective Date and, unless terminated earlier pursuant to this License’s express provisions, will continue in effect until ONE (1) year from such date (the “Initial Term“). This License will automatically renew for additional successive one year terms unless earlier terminated pursuant to this License’s express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term“).]
      • Termination. In addition to any other express termination right set forth in this License:
        • Company may terminate this License, without notice to Customer if Customer: (A) fails to pay any amount when due hereunder; or (B) breaches any of its obligations under Section 2(c);
        • either Party may terminate this License, effective on written notice to the other Party, if the other Party materially breaches this License, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
        • either Party may terminate this License, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (D) Company discontinues providing the Services as part of its business.
      • Effect of Expiration or Termination. Upon expiration or earlier termination of this License, Customer shall immediately discontinue use of the Company IP and Customer shall delete, destroy, or return all copies of the Company IP and certify in writing to the Company that the Company IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
      • Survival. This Section 10(d) and Sections 1, 5, 6, 7(b), 8, 9, and 11 survive any termination or expiration of this License. No other provisions of this License survive the expiration or earlier termination of this License.

1. Miscellaneous.
   • Entire Agreement. This License, together with any other documents incorporated herein by reference, our Website Terms of Use and our Privacy Policy, constitute the sole and entire agreement between you and Evergreen Compliance LLC regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.
   • Notices.
     • To You. We may provide any notice to you under this License by: (i) sending a message to the email address you provide or (ii) by posting to the Website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
     • To Us. To give us notice under this License, you must contact us as follows: by personal delivery, overnight courier, or registered or certified mail to Evergreen Compliance LLC, 3037 Princeton Way, Anchorage, Alaska 99508-1835. We may update the address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
   • Force Majeure. In no event shall either Party be liable or responsible to the other Party, or be deemed to have breached this License, for any failure or delay in our performance under this License when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
   • Waiver and Severability. No waiver by the Company of any term or condition set out in this License shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this License shall not constitute a waiver of such right or provision. If any provision of this License is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this License will continue in full force and effect.
   • Severability. If any provision of License is invalid, illegal, void or unenforceable, then that provision will be deemed severed from this License and will not affect the validity or enforceability of the remaining provisions of this License.
   • Governing Law; Submission to Jurisdiction. All matters relating to this License, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Alaska without giving effect to any choice or conflict of law provision or rule (whether of the State of Alaska or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, this License shall be instituted exclusively in the federal courts of the United States or the courts of the State of Alaska, in each case located in the Municipality of Anchorage, although we retain the right to bring any suit, action, or proceeding against you for breach of this License in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
   • WAIVER OF RIGHT TO JURY TRIAL. CUSTOMER AND EVERGREEN COMPLIANCE LLC HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.
   • Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This License is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
   • Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
   • US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
   • Equitable Relief. Cusomter acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 2(c), would cause the Company irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the Company will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
   • No Third-Party Beneficiaries. This License does not and is not intended to confer any rights or remedies upon any person other than Customer.