EVEREST EFFECT
TERMS OF SERVICE
Effective on October 20, 2024
Our mission is to improve lives and empower individuals in the social care economy.
TABLE OF CONTENTS
YOUR USE OF OUR SERVICES IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN, AND OUR PRIVACY STATEMENT.
THESE TERMS CONTAIN A MANDATORY ARBITRATION CLAUSE, WAIVER OF YOUR RIGHT TO A JURY TRIAL, AND WAIVER OF YOUR RIGHT TO JOIN A CLASS ACTION LAWSUIT. THESE CLAUSES AFFECT YOUR RIGHTS UNDER THESE TERMS IN THE EVENT OF ANY DISPUTE BETWEEN YOU AND EVEREST. YOU MAY OPT-OUT OF THE MANDATORY ARBITRATION (AS PROVIDED BELOW).
PLEASE READ THESE TERMS CAREFULLY.
1.1 The Parties.
Our Services are owned and operated by Everest Effect, Inc., a Delaware corporation (hereinafter referred to as “Everest,” “we,” “our,” or “us,” as the context provides). These Terms of Service (these “Terms”) are a legally binding agreement made by and between Everest and any individual who signs up for, is signed up for, or otherwise uses and accesses our Services (referred to herein as “you”). If you are accessing or using our Services on behalf of another individual, you are representing to us that you are an authorized representative of that individual and that your use of our Services constitutes that individual’s acceptance of these Terms.
1.2 Everest Effect Services.
These Terms govern your use of and access to our website located at www.everesteffect.com (our “Site”), our web-based applications, including our proprietary individual identity verification software (the “Everest ID”), and any of our related products and services, user support, and interactive features (all of the foregoing are collectively referred to as our “Services”).
You may use the Everest ID allocated to you to register for and receive certain products and services offered by social care service providers, non-profits, governmental organizations, and/or corporations that partner with entities in the social care economy (collectively, “Service Providers”). Certain Service Providers may request or require that you use your Everest ID to reserve allocations to or check into their facilities.
Service Providers may upload to your Everest ID certain information about you that you have provided them and/or regarding your receipt or use of their products, services, or facilities, which may include your personal information and your personal health information (referred to together as your “Personal Information”). Your Personal Information may be stored in your Everest ID and you may elect to share certain of your Personal Information with certain Service Providers in-person through a generated quick response code (QR code). You may manage your sharing and consent preferences with the applicable Service Provider.
The Service Providers are independent entities and/or organizations that are neither Everest, nor any of our employees, agents, or representatives. Our Services are limited to enabling you and the Service Providers to collect, store, process, and share your Personal Information to improve your access to all of the vital services that are available to you. Everest is not itself a social care service provider and does not provide any social care services.
1.3 Your Agreement to These Terms.
You will be presented with a link to a copy of these Terms when you consent to creating an Everest ID. By accessing and/or using our Services, including using the Everest ID allocated to you through a Service Provider, you expressly acknowledge and agree that you are and shall remain solely and exclusively responsible for any information you provide with your Everest ID and all uses of your Everest ID as set forth herein. If you do not want to be bound to these Terms, do not create an Everest ID or otherwise access or use our Services.
1.4 Changes to These Terms.
We reserve the right to modify these Terms at any time and from time to time, for any reason, including if necessary or required by applicable law. If we make material changes to these Terms we will provide notice of such changes to the email address(es) listed in your Everest ID, if any. Your continued use of our Services after we provide notice of any changes constitutes your acceptance of such updated terms as of the effective date.
By accessing or using our Services, you agree to be bound by the terms and conditions of the End-User License Agreement contained in this section 2 (this “EULA”).
2.1 License to Use Our Services.
Subject to these Terms, we grant to you a limited, non-exclusive, non-sublicensable, non-transferable, temporary, revocable, right and license to access and use our Services, including your Everest ID and all of the features and functionality made available to you therein, for the purposes set forth herein. We reserve all rights not expressly granted to you in these Terms.
2.2 Prohibited Uses.
In your use of our Services, you shall, and shall not authorize any third-party to, directly or indirectly: (a) copy, modify, or create derivative works of our Services, in whole or in part; (b) rent, repackage, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make our Services available to any third-party; (c) reverse engineer, disassemble, decompile, decode, adapt, or translate (including into any human or computer language), or otherwise attempt to derive or gain access to any source code, object code, or underlying structure, ideas, or algorithms of our Services, in whole or in part; (d) systematically download or store any of our Services through use of any robot, spider, script, site, search/retrieval application, machine learning, AI or other manual or automatic means to retrieve, index, “scrape,” “data mine,” or otherwise gather any information or data or reproduce or circumvent the nagivational structure or presentation of our Services; (e) remove, hide, or obscure any proprietary notices or labels from our Services, including any brand names copyright symbols, trademarks, or patent notices; (f) use or access our Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of our or of any third-party, or that violates any applicable laws; (g) monitor the availability, performance, or functionality of our Services or perform any vulnerability, penetration, benchmarking, or similar testing of our Services; (h) interfere with, damage, or disable any features, functionality, or security controls of our Services, including, without limitation, through use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic email address information, or similar methods or technology, or otherwise circumvent any protection mechanisms for our Services; (i) create any software or application that replicates or competes with our Services; (j) combine or integrate our Services with any third-party software, technology, services, or materials not authorized hereunder; (k) design or permit any program to disable, override, or otherwise interfere with any aspects of our Services; (l) use, or allow third-parties to use, our Services (including any architectures, models, or weights (all of which are considered our Confidential Information), or any content, data, or output, or other information received or derived from our Services, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system; or (m) otherwise access or use our Services except as expressly authorized by these terms.
2.3 Right to Monitor Use.
We reserve the right to, and may from time to time, but are not obligated to, monitor any and all access and uses of our Services, including any information transmitted or received through our Services, to ensure proper operation, to verify the functioning of applicable security features, and to ensure your compliance with this EULA. Additionally, we may use an application to detect screenshots and video recording, which are in violation of this EULA. By using our Services, you expressly consent to such monitoring.
2.4 Right to Suspend Use.
Notwithstanding anything to the contrary herein, we reserve the right to temporarily suspend or permanently revoke your access to any portion or all of our Services (including your Everest ID) if we determine, in our sole discretion, that: (a) your Everest ID has been used or access by any unauthorized third-party; (b) there is a threat or attack on our Services; (c) your use our Services disrupts or poses a security risk to our Services; (d) you are using our Services for fraudulent or illegal activities or otherwise in violation of any terms of this EULA; or (e) we are legally required to do so pursuant to a valid court order. We shall use commercially reasonable efforts to provide you with prompt written notice of any such temporary suspension, permanent revocation, or termination of your access to our Services, and, in cases of suspensions, to provide you updates regarding your ability to resume access to our Services. If the reason for the suspension is capable of cure, and is so cured, we shall use commercially reasonable efforts to resume your access to our Services, as applicable, as soon as reasonably practicable. Everest shall have no liability for any damage, liabilities, losses (including any loss of data or costs of procuring alternative goods or services), or any other consequences that you or any third-party may incur as a result of a suspension or revocation, and you shall not be entitled to any compensation for any data that was lost as a result thereof.
2.5 Modifications to Our Services.
We reserve the right to make changes to our Services, at any time, and from time to time, in order to implement upgrades, updates, enhancements, new features, bug-fixes, additional security, and any other modifications to improve our Services.
2.6 Export Control.
Our Services are subject to applicable export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations. The export or reexport of software in violation of the foregoing laws and regulations is strictly prohibited. By downloading, purchasing, accessing or using our Services, you acknowledge and agree that you have read and understood this notice and agree to comply with all applicable export law and regulations as further detailed in this EULA.
2.7 U.S. Government Commercial License Rights
Any software downloaded via our Services is deemed to be commercial computer software as defined in Section 12.212 of the Federal Acquisition Regulation (“FAR”). Any use, modification, reproduction release, performance, display or disclosure of our Services by the Government (as that term is used in FAR) shall be solely in accordance with the terms of this EULA, and except as otherwise explicitly stated in these Terms, all provisions of this EULA shall apply to the Government.
3.1 Intellectual Property Definitions.
Our “Intellectual Property Rights” means all: (a) patents, patent applications, patent disclosures and inventions; (b) trademarks, service, marks, trade names, logos, brand names, corporate names, and registrations and applications for registration thereof together with all of the goodwill associated therewith; (c) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof; (d) mask work rights, moral rights, rights of publicity, and registrations and applications for registration thereof; (e) computer software, data, databases, and documentation thereof; (f) any other intellectual property rights as may now exist or hereinafter come into existence; and (g) any copies and tangible embodiments thereof (in whatever form or medium).
Our “Trade Secrets” means, without limitation: ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, process, techniques, algorithm, large language models, artificial intelligence, research and development, drawings, specifications, designs, plans, proposals, technical data, specifications, financial and marketing plans, and customer lists, our Confidential Information, and any other information belonging to us that derives commercial value from not being generally known to the public.
3.2 Everest Intellectual Property.
Everest owns and shall retain all right, title and interest, including all Intellectual Property Rights, in and to: (a) our Services (including the Everest ID); (b) our Trade Secrets; (c) all improvements, enhancements, modifications, or derivative works of subclauses (a) and (b); and (d) any additional software, applications, inventions, written reports, notes, requirements documents, specifications, materials, flow charts, outlines, or other data, information, or technology developed, conceived, or made by us in connection with the provision of our Services to you (including any of the foregoing made by the software or large language models underlying the Services), and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. Except for the rights and licenses expressly granted to you in section 2. End-User License Agreement, nothing contained in these Terms shall grant to you or any third-party, by implication, waiver, estoppel, or otherwise, any Intellectual Property Rights or any other right, title, or interest in or to our Services.
3.3 Your Suggestions and Feedback.
During your use of our Services, you may provide to us ideas, suggestions, comments, or other feedback regarding any part of the Services, including ideas for new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names (collectively “Feedback”). Everest shall own any and all such Feedback submitted to us, and to the extent that we do not own any such Feedback, you hereby grant to us an exclusive, perpetual, royalty-free license to use such Feedback, for any business purposes.
3.4 DMCA Take Down Notice.
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that any aspect of our Services violates your copyright, you may request removal of those materials (or access thereto) from our Services by submitting written notification to us at legal at everesteffect.com. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate the material; (d) adequate information by which we can contact you (including your name, postal address, telephone number, and email address); (e) a statement that you have good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the written notice is accurate; and (g) a statement, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner. If you fail to comply with all of the foregoing requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
4.1 Your Personal Information.
During your use of our Services, you may share with us that is confidential, sensitive or should be kept secret (including, your Personal Information). We may process your Personal Information to conduct our business and to provide you with effective services and recommendations as described in our Privacy Statement.
4.2 License to Use Your Everest ID Data.
Your Everest ID may contain your Personal Information that you provide to Service Providers to upload or submit to your Everest ID, and/or that is associated with your Everest ID by Service Providers, including, without limitation, information regarding the date, time, and locations when and where you have visited their facilities, and/or the products and services you receive from them (collectively, your "Everest ID Data"). You grant to us a non-exclusive, perpetual, irrevocable, royalty-free, world-wide license and right to access, store, process, analyze, and use your Everest ID Data for the purposes of providing our Services to you and to improve and develop our Services, including, without limitation, to train, develop, and enhance our large language models, algorithms, and any other system improvements. Upon any request by you to delete your Everest ID, our right to access and use your Everest ID Data shall cease, except that we may retain and continue to use any Derived Data (as defined below) and anonymized insights in accordance with section 4.3 Right to Use Derived Data.
4.3 Right to Use Derived Data.
We may use any data or information relating to the provision, use, and performance of various aspects of our Services and related technologies, including, without limitation, information concerning your Everest ID Data, provided that such information is in an anonymized form, and data derived therefrom (collectively, “Derived Data”), and we will be free (during and after the term hereof) to: (a) use such information and data to improve and enhance our Services, including for development, diagnostic and corrective purposes in connection with our Services and future offerings; and (b) disclose such data solely in aggregate or other de-identified form in connection with our business.
5.1 WARRANTY DISCLAIMER.
YOU ACKNOWLEDGE AND AGREE THAT OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. YOUR USE OF OUR SERVICES IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, EVEREST MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, AS TO THE FUNCTIONALITY OR USEFULNESS OF OUR SERVICES. EVEREST DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR OTHERWISE ARISING FROM A COURSE OF DEALING OR RELIANCE. EVEREST SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY THIRD-PARTY HARDWARE, SOFTWARE, PRODUCTS, OR SERVICES PROVIDED WITH OR INCORPORATED INTO OUR SERVICES. EVEREST MAKES NO WARRANTIES THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR SECURE; (B) OUR SERVICES WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE OR THIRD-PARTY SOFTWARE OR SYSTEMS; (C) ANY DATA OR INFORMATION RESULTING FROM OUR SERVICES WILL BE COMPLETE, ACCURATE, ERROR-FREE, OR FREE FROM DEFECTS, BIASES, OR HARMFUL COMPONENTS; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS; (E) ANY ERRONEOUS OR OUTDATED INFORMATION AVAILABLE VIA OUR SERVICES WILL BE CORRECTED; OR (F) THAT OUR SERVICES AND THE SERVER ON WHICH OUR SERVICES ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH YOUR USE OF OUR SERVICES IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
5.2 No Reliance on Information.
You acknowledge and agree that the Services may contain complex algorithms, mathematical equations, large language models, artificial intelligence. We cannot and do not guarantee that any other information provided by us, will be accurate, up to date, error-free, or complete. And further we are not and will not be held liable for any errors or omissions in such information or for any damage that you may suffer as a result of your reliance on such information. Ultimately, it is your responsibility to seek the social care services that are appropriate for your and your unique situation.
5.3 Third-Party Service Providers
While Everest facilitates the flow of information between your Everest ID and Service Providers, you acknowledge and agree that as between you and Everest, the Service Providers are third-parties and that we do not provide any of the services of the Service Providers. You understand that Everest cannot endorse, supervise, direct, control, or monitor the Service Providers. You further agree that we are not responsible for and will not be held liable for the performance, actions or obligations of any Service Providers .
6.1 Exclusion of Liability
EVEREST AND OUR AFFILIATES WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR ANY LOST PROFITS, OPPORTUNITIES, BUSINESS, REVENUE, DATA, REPUTATION, OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER ECONOMIC DAMAGE), ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES PROVIDED HEREUNDER, EVEN IF EVEREST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EVEREST ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNT PAID BY YOU TO EVEREST HEREUNDER, IF ANY. EVEREST AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THESE TERMS FOR ANY AMOUNT THAT EXCEEDS: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO EVEREST FOR THE SERVICES, IF ANY, OR (B) IF NONE, THEN US $500. THE PROVISIONS OF THIS SECTION ALLOCATE RISKS UNDER THESE TERMS BETWEEN EVEREST AND YOU. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE. TO THE EXTENT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.
6.2 Basis of the Bargain; Exclusions
The limitations of liability in this section 6. Liability Limitations are part of the basis of the bargain between you and Everest and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Everest or its affiliates have been told of the possibility of any such damage, and even if these remedies fail their essential purpose. These limitations of liability do not apply to liability for fraud, gross negligence, or intentional misconduct.
You agree to defend, indemnify, and hold harmless Everest and our officers, employees, agents, and affiliates (collectively, the “Everest Parties”) from and against any and all claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) that any of the Everest Parties may incur arising out of or related to: (a) any breach by you of these Terms; or (b) any claims brought by any third-parties arising from or related to your use of our Services, including false information provided by you in your Everest Account. Indemnification by a federal, state, or local governmental unit is only to the extent allowed by law.
8.1 Governing Law.
These Terms shall be construed in accordance with, and governed by, the laws of the State of Delaware as applied to contracts that are executed and performed entirely in Delaware and without regard to any conflict of terms provisions.
8.2 Mandatory Arbitration.
All disputes arising out of or relating to these Terms will be exclusively resolved under confidential binding arbitration (“Mandatory Arbitration”) to be held virtually (via Zoom) before and in accordance with JAMS Streamlined Arbitration Rules and the JAMS Policy on Consumer Arbitration Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (which will prevail over any inconsistent terms herein). The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.
8.3 RIGHT TO OPT-OUT OF MANDATORY ARBITRATION.
You can choose to reject the mandatory arbitration provision in section 8.2 Mandatory Arbitration (the “Opt-Out”) by emailing us (an “Opt-Out Notice”). Your Opt-Out Notice must be received no later than 30 days after the date on which you accept these Terms for the first time (which, for the avoidance of doubt, is the first time you access or use our Services).
8.4 Arbitration Opt-Out Procedure.
In order to Opt-Out of the Mandatory Arbitration, your Opt-Out Notice must include your full legal name, username, and email address associated with your Everest Account to: legal@everesteffect.com. This information is necessary to ensure that we can accurately identify individuals who’ve properly exercised their right to Opt-Out of the Mandatory Arbitration. If you Opt-Out of the Mandatory Arbitration, all other terms and conditions contained in these Terms, including all other provisions of this section 8. Dispute Resolution, will remain valid and enforceable and continue to apply to your use of our Services. Your timely Opt-Out of this Mandatory Arbitration has and will have no effect on any previous, other, or future arbitration agreements between you and Everest.
8.5 WAIVER OF CLASS ACTION RIGHTS.
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY.
8.6 WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN AN LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
8.7 Injunctive Relief.
Notwithstanding the foregoing, Everest will have the right to bring a lawsuit solely to seek injunctive relief in a state or federal court located in Manhattan, New York without engaging in Mandatory Arbitration for any breach of these Terms that relate to its confidentiality or intellectual property rights or to prevent an infringement of a third-party’s rights. In the event that equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such courts.
8.8 Limitation of Actions.
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connection with these Terms, such claim or cause of action must be filed within 12 months after that date on which the events giving rise to the claim or cause of action first occurred, or be forever barred.
9.1 No Assignment.
You may not assign or transfer these Terms or any of your rights herein or delegate any duties herein to any third-party, representative, heir, or trustee without the prior written consent of Everest. Any attempted assignment, transfer or delegation in contravention of this section is null and void. These Terms will be binding upon and inure to the benefit of any permitted successors and assigns.
9.2 Entire Agreement.
These Terms constitute the entire agreement between us relating to the subject matter hereof, and there are no other representations, understandings or agreements between the parties relating to the subject matter hereof. We may use standard business forms or other communications, but use of such forms is for convenience only and does not alter the provisions of these Terms. No modifications or amendments to these Terms, and no waiver of any provisions hereof, will be valid unless in writing and signed by duly authorized representative of Everest.
9.3 No Waiver.
Any failure or delay by either party to exercise or partially exercise any right, power or privilege under these Terms will not be deemed a waiver of any such right, power or privilege. No waiver by either party of a breach of any term, provision, or condition of these Terms by the other party will constitute a waiver of any succeeding breach of the same or any other provision hereof. No waiver will be valid unless executed in writing by the party making the waiver.
9.4 Notices.
Any notice, demand, or request required or permitted to be given under these Terms shall be in writing and shall be deemed sufficient: (a) when delivered personally; (b) within 24 hours’ of being sent by email; or (c) 72 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid. All such communications must be sent as follows: if to Everest, to our address located in section 10. How to Contact Us, or if to you, to the email address and/or address listed in your Everest Account (or as subsequently modified by written notice).
9.5 Electronic Communications.
You consent to receiving electronic notices, agreements, disclosures, emails, or other communications from Everest, including to the email address provided in your Everest Account and that any such electronic communications will satisfy any legal requirements, including that those communications be in writing.
9.6 Severability.
If any provision of these Terms is to any extent held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, you and Everest agree that the arbitrator or court shall modify the term to make it enforceable while still achieving its original intent. If the foregoing is not possible, the arbitrator or court shall remove the unenforceable term from these Terms, and the remainder of the terms herein will not be affected thereby, and each term will be valid and enforceable to the fullest extent permitted by law.
9.7 Force Majeure.
The unavailability or delay in availability of the Services shall be excused to the extent that performance is rendered commercially impracticable by strike, fire, flood, terrorism, governmental acts or orders or restrictions, or any other reason where our ability to provide the Services is beyond our reasonable control and not caused by any wrongdoing on our part (any such event, a “Force Majeure Event”). In the event that the availability of the Services is directly impacted by a Force Majeure Event, we shall provide prompt notice to you, if possible, and resume providing the Services as soon as commercially practicable.
9.8 Neutral Construction.
You expressly agree that these Terms shall not be construed against Everest merely because it was prepared by its counsel; rather, each provision herein shall be construed in a manner which is fair to both parties.
Contact Everest Effect:
Everest Effect, Inc.
54B South Mountain Ave,
Montclair, NJ, 07042
