Last updated: July 2026
The following terms constitute a binding agreement between you (“Licensee”) and Everbook, Inc., a Delaware corporation (“Everbook” or “Licensor”) with respect to your use of Everbook made available at our website everbook360.com as a cloud-based platform (“Licensed Software”).
Please read the following license and associated terms of this Agreement carefully. You are required to agree to the following terms and conditions before completing an electronic order for our product or being provided access to the Licensed Software from our website. You acknowledge that you have read this License Agreement, have understood it, and agree to be bound by its terms. If you do not agree to the terms and conditions of this Agreement, please exit the web site page (or browser window or app) where this Agreement has been presented without continuing the ordering process.
LICENSOR PROVIDES THE LICENSED SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON OR COMPLETING A PAPER CONSENT FORM YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER (i.e. OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT); AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT UTILIZE THE LICENSED SOFTWARE OR ANY RELATED FUNCTIONALITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR THE LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT ASIDE FROM THE LIMITED LICENSE AS SET FORTH HEREINBELOW, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY LICENSING OR OTHER RIGHT CONCERNING ANY SOFTWARE THAT LICENSEE DOES NOT EXPLICITLY ACQUIRE VIA THIS AGREEMENT.
Everbook grants to you a non-exclusive, non-transferable, non-sublicensable license for use of the Licensed Software, for a period of time that shall remain effective so long as this Agreement is in effect. You are forbidden from using the Licensed Software for any other use not explicitly authorized in this Agreement or otherwise offering it for resale under the terms of this Agreement. Inviting additional parties to use Everbook under their own license by furnishing a link to the Licensed Software does not constitute resale. Everbook retains all rights not specifically granted to you herein.
The Guest Edition of the Licensed Software refers to fee-free and limited feature access to the Licensed Software in circumstances where an event vendor, venue, or host, is invited to view event-related information via the Licensed Software by another Licensee (or Everbook) providing their services at an event. Guest Edition users are given the option to become paying customers to access additional features and functionality of the Licensed Software, but Guest Edition users are not obliged to do so. Guest Edition users are required to establish an account with Everbook for Guest Edition access. Guest Edition users may not be provided access and Everbook may not provide access to the Licensed Software or its data after the conclusion of an event unless the Guest Edition user purchases a separate Subscription License. Everbook will provide Guest Edition users with a link to access event-related information after the expiration of the Guest Edition license, however, full access to the Licensed Software will not be available without a Subscription License. Everbook grants you, if you are a Guest Edition user, a non-exclusive, non-transferable, world-wide license to use the Licensed Software for no cost for a single event. Guest Edition users otherwise hereby consent to all of the terms of this Agreement.
Subscription License: As part of a choice to use the Licensed Software via this Subscription License, Everbook grants to you a fee-incurring, non-exclusive, non-transferable, world-wide license to Use the Licensed Software including user documentation that you have accessed, downloaded from, or received on media provided by Everbook, including all updates, where applicable, provided that such access and Use of the License Software is in accordance with the terms of this Agreement. “Use” means accessing, using, storing, locating, installing, executing or displaying the Licensed Software. Under this Subscription License, the Licensed Software is licensed only for the intended duration associated with your subscription (e.g. annual or quarterly). If you do not renew the Subscription beyond the duration, you agree to stop using the Licensed Software, and remove it and its access from your system. Upon termination of this Agreement or the cancellation of any subscription that provides a Subscription License, your access to the Licensed Software will end according to the time period for which subscription fees have been paid, and no access will be provided past that date. To continue using the Licensed Software beyond the originally-subscribed duration, you must renew your license before the expiry of the term. (While Everbook’s data retention policies indicate that event data may remain available for two (2) years, Everbook cannot guarantee access to event information following the termination of a subscription, even if it is subsequently renewed.) Subscription License users may access the Licensed Software through a maximum of one hundred (100) individual accounts that are all associated with a primary Subscription License user subject to the requirement that any individual account must belong to the same email domain as the primary Subscription License user. Subscription License Licensees will be provided with functionality to indicate account roles related to individual accounts, for example, administrators, management, or event staff.
As part of the Subscription License, updates, upgrades, e-mail support for problem reporting and online access to product documentation to the Licensed Software will be provided to you; Everbook reserves the right to provide any of the foregoing at its discretion and likewise reserves the right to charge additional fees for expedited or custom support. Subscription License users may incur transaction-based fees in addition to the subscription payment but are not required to do so; transaction-based fees are charged at the time they are incurred.
The Licensed Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this Agreement, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Licensed Software, unless the license terms of such third party software provide otherwise. Everbook is not responsible for the functionality or availability of any third party products related to the use of the Licensed Software.
In addition to all other terms and conditions of this Agreement, you shall not:
Licensee is solely responsible for any and all acts taken through Licensee’s access to the Licensed Software, including any and all acts taken by individual users associated with the primary Licensee that has agreed to the terms throughout this Agreement.
(a) As part of a Subscription License, Everbook provides general support that includes email and/or form-based support for problem reporting, product updates, upgrades, and online access to product documentation for the period of the subscription. Guest Edition Licenses may not include the foregoing support services, however, general customer service inquiries may be submitted to support@everbook360.com and Licensor will endeavor to respond at its earliest opportunity, typically within forty-eight (48) hours, but does not guarantee a response or any support services. Technical support, including online access to product documentation, product updates, upgrades, service packs, email and phone support, and the like, is included with a Subscription License but is not automatically included as part of Guest Edition Licenses.
(b) Technical support and customer service is generally available to those granted access to such services with their particular type of license of the Licensed Software. Licensor will by default seek to respond to all inquiries from Licensed Software users within forty-eight (48) hours. To the extent that Licensor provides specific support services associated with a Subscription License, if any, such support service details shall be set forth on Schedule A, herein incorporated by reference. Additional fees may apply in the event that Licensee requests additional support services. Support services may not be available to individuals that do not have a subscription or authorized access to the Licensed Software.
Everbook owns all right, title and interest in and to the Licensed Software. Everbook expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by Everbook. To the extent that the Licensed Software may utilize the intellectual property of any third party, such intellectual property shall remain owned by its current owners as no transfer of ownership is associated with the licensed use of the Licensed Software.
(a) Licensee consents to the collection and / or processing of data related to the use of Everbook’s Licensed Software services, including PII, sensitive data, health data, and other categories of data that are reasonably related to Everbook’s Services. Licensee acknowledges and understands that such data collection and processing is necessary for Everbook to provide its Licensed Software and Services; Licensee nonetheless retains the right to revoke or decline consent at any time. Licensee is responsible for notifying Everbook of any revocation of consent or data subject rights request by a consumer whose data has been collected by Licensee and processed by Everbook via this Agreement. Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect, store, analyze and use information regarding use of the Licensed Software and about equipment on which the Software is installed or through which it otherwise is accessed and used.
Sensitive data, including but not limited health data may be collected with your consent as part of Everbook’s Services; sensitive data may be processed in accord with our Services and policies and the terms of this Agreement. To the extent sensitive data is shared with any third parties for purposes other than delivery of the Services, it is de-identified.
(b) Additionally, Licensee acknowledges and consents to the information and policies set forth in Licensor’s Privacy Policy, herein incorporated by reference.
(c) Licensee acknowledges that Everbook may have access to identifiable personal information that is collected in the context of Everbook’s Software or Services. Licensee acknowledges that data collection may include food allergy information characterized as sensitive or health information, location information, and / or other personally identifying information. Licensee consents to this data collection and processing. Licensee’s consent shall also extend to its end users and / or data subjects. Licensee affirms that it is responsible for obtaining the consent for this data collection and / or processing from any end users and / or data subjects with which it interacts.
(d) Anyone acting on behalf of Licensee that is responsible for the use of the Services should exercise caution, discretion, and diligence regarding all content that is posted or communicated on or through the Services. Please visit our Privacy Policy for additional information. Please also see the Federal Trade Commission’s website at ftc.gov for additional information.
Everbook has the right to audit your use of the Licensed Software by providing at least seven (7) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours.
The Licensed Software contains proprietary information of Everbook (and possibly other third parties in relation to Everbook’s delivery of its services for any particular event) that is protected by the laws of the United States and The State of Texas and you hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software and the information shown within the Licensed Software. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you and / or who hire you who come into contact with or access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this Agreement. In the absence of language to the contrary, Licensee shall treat all information related to or contained within the Licensed Software as proprietary and confidential; consequently, any and all such information shall be treated as confidential, not disclosed to any third parties (aside from third parties with similar access to event-related information within the Licensed Software to the extent such disclosures are reasonable and necessary for the performance of event services or activities intended to be facilitated by the use of the Licensed Software), can not be copied or shared, and can not be used in any manner other than for its intended purpose which is limited to the delivery of the services associated with the Licensed Software.
Licensee acknowledges that any information entered into the Licensed Software may be viewed by others and agrees not to share or publish any information in the Licensed Software generally, and specifically that is subject to external confidentiality obligations (including, but not limited to, events where the host requires vendors to separately sign confidentiality agreements).
Everbook does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished “as is” without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations. Everbook is not intended to be used by minors.
EVERBOOK IS SPECIFICALLY NOT LIABLE FOR ANY RECOMMENDATIONS GENERATED BY OR DISPLAYED WITHIN THE LICENSED SOFTWARE. SUCH RECOMMENDATIONS ARE FOR INFORMATIONAL PURPOSES ONLY AND LICENSEES ARE STRONGLY ENCOURAGED TO INDEPENDENTLY RESEARCH AND DETERMINE THE UTILIZATION OF ANY RECOMMENDATION OR OTHER SIMILAR OUTPUT OF THE LICENSED SOFTWARE.
EVERBOOK IS NOT RESPONSIBLE FOR ANY FAILURES OR DELAYS RELATED TO CUSTOMER SERVICE, TECHNICAL SUPPORT, OR OTHER SIMILAR INQUIRIES.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; BODILY INJURIES THAT MAY OCCUR AT AN EVENT OR VENUE WHETHER OR NOT SUCH INJURY IS RELATED TO ANY INFORMATION CONTAINED WITHIN THE LICENSED SOFTWARE; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE PREVIOUS TWELVE (12) MONTHS.
THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
UNDER NO CIRCUMSTANCES IS LICENSOR RESPONSIBLE IN ANY WAY FOR ANY
Everbook collects details pertaining to your usage of the Licensed Software such as the frequency of use of the various features of the Licensed Software, the pages accessed, the configuration of the system in which the Licensed Software is installed, the license details and usage statistics including the number of users added, add-ons running, product shutdown and start times, usage details and alerts information. The Usage Details collected does not include any personal information. Everbook agrees to furnish details of the data collected regarding your usage of the Licensed Software upon request. You understand and acknowledge that collection of Usage Details is enabled by default and that it needs to be disabled through the Licensed Software’s user interface if you do not wish to allow Everbook to collect Usage Details. Everbook also collects de-identified and aggregated information for the purpose of generating recommendations related to the services within the Licensed Software.
Everbook agrees to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid U.S. patent, copyright or trade secret right of any third party; so long as you provide; (i) prompt written notice to Everbook of such claim; (ii) cooperate with Everbook in the defense and/or settlement thereof, at Everbook’s expense; and, (iii) allow Everbook to control the defense and all related settlement negotiations. The above is Everbook’s sole obligation to you and shall be your sole and exclusive remedy pursuant to this Agreement for intellectual property infringement.
Everbook shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) any combination, operation, or use of the Licensed Software with any programs or equipment not supplied by Everbook; (ii) any modification of the Licensed Software by a party other than Everbook; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by Everbook.
This Agreement is effective until terminated by either party. You may terminate this Agreement at any time by destroying or returning to Everbook all copies and/or access right(s) of the Licensed Software in your possession. Everbook may terminate this Agreement for any reason, including but not limited to your breach of any of the terms of this Agreement. Upon termination, you shall destroy or return to Everbook all copies of the Licensed Software and certify in writing that all known copies and/or access right(s) have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this Agreement.
This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form (“Order Form” or “Statement of Work” or “SOW”), if any, or until terminated as set forth herein (the “Term”). Upon expiration or termination of this Agreement for any reason, including, but not limited to, the passage of time, failure to pay any Fee or other amount due, or retirement or deprecation of any available Licensed Software, Licensee’s license to use the Licensed Software shall likewise cease.
The Term for a Subscription License includes the payment of fees (“Fees”) on a monthly or annual basis, with payment in advance. Payments are non-refundable. If Licensee terminates this Agreement in advance of the expiration of any Term, Licensee remains allowed to use the Licensed Software until the expiration of the period of time already paid via Fees. Fees payable by Licensees may be required to access our Licensed Software or services generally, or to receive access to particular instances or areas of the Licensed Software. Payment terms are subject to change. A Licensee’s failure to pay any amount due may result in temporary or permanent loss of access to the Licensed Software or related services. Notwithstanding Licensor’s data retention practices where event-related data may be available for a time period as set forth in the Privacy Policy (e.g. two (2) years), Licensor does not guarantee that event-related information will remain available following the termination of Licensee’s license.
Licensee acknowledges that Fees may also include processing fees and other similar transaction-related fees related to payments, invoicing, expense management and other similar functionality provided by the Licensed Software, and consents to payment of such fees in consideration for use of such services within the Licensed Software; if Licensee does not agree to such fees, Licensee shall not use such services within the Licensed Software. Everbook is not responsible for payment services provided by third parties even if such services are made available to Licensee via the Licensed Software.
Licensor will comply with all applicable laws relating to personally identifiable information (“PII”) and data privacy with respect to any such data that Licensor receives or has access to under this Agreement or in connection with the performance of any services for or requested by Licensee. Licensor will otherwise protect PII and will not use, disclose, or transfer across borders such PII except to the extent necessary to perform the services within the Licensed Software and / or actions contemplated by this Agreement, or as otherwise authorized by Licensee and / or the data subject or in accordance with applicable law. To the extent that Licensor receives PII related to the performance of the Agreement (including when Licensee is not an individual or is otherwise associated with other third parties or entities), Licensor will reasonably seek to protect the privacy and legal rights of Licensee’s PII and the PII of their end users.
Licensor may use AI tools to perform functions within the Licensed Software, such as, but not limited to, processing data that you collect for the purpose of generating recommendations related to the services provided by the Licensed Software. While Everbook employs robust security measures to ensure the safety, privacy, confidentiality, and integrity of all information within our Licensed Software (including encryption, access controls, and regular security audits), Everbook is not responsible for any errors or damages resulting from the use of such tools or the use or failure of any tool or control.
The Licensed Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Licensed Software to, or make the Licensed Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee 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), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
(b) In no event shall Licensor be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement if and to the extent such failure or delay is caused by any circumstances beyond Licensor’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, natural disaster, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and / or (viii) shortage or interruption of adequate power, communication, relay, or (other) transportation or delivery facilities.
(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section).
(d) This Agreement, together with the Order Form (if any), all annexes, schedules, and exhibits attached hereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event that any provision of any other agreement conflicts with a provision of this Agreement, this Agreement shall control.
(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
(g) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. In such event, the parties hereto agree to edit such language in a manner that both removes the invalidity, illegality, or unenforceability and continues to express the original intent of the parties hereto as set forth in this Agreement.
(i) For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Form and all Annexes, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
(j) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
(k) If Licensee agrees to this Agreement on behalf of any entity, Licensee affirms that it has the legal right and authority to bind the entity Licensee purports to represent. Licensor is not responsible for the failure of any individual to properly identify and / or represent its entity when the intended Licensee is an entity. By default, Everbook is intended to be used primarily by business entities except for event hosts that may be individuals.
(l) You acknowledge that your use of the Licensed Software and associated services is also subject to our Privacy Policy, herein incorporated by reference. You further acknowledge that your use of the Licensed Software may require the collection of your health information as such term is defined differently in various states or jurisdictions. In some cases, information may be considered sensitive and / or health information under your local laws even if such information is not otherwise medical in nature. For example, this type of information can fall under the “special category” of personal data under the GDPR, or in certain US states, this type of information may be “consumer health data” as defined under applicable laws including but not limited to Washington’s My Health My Data Act or Texas’ Data Privacy and Security Act even if such data is not practically or typically characterized as sensitive, or health data.
Everbook updates its Licensed Software periodically to release fixes and features and / or other updates. To make it easier for customers to stay on the latest version of the Licensed Software, Everbook reserves the right to update the Licensed Software at any time. Everbook may require Licensee to log out or refresh their access to the Licensed Software from time to time. Licensee agrees to accept the Licensed Software as is irrespective of any changes over time. Licensee acknowledges that Everbook reserves the right to create license or subscription tiers that may reserve certain functionality within the Licensed Software for particular tiers of subscriptions and/or Fees. Licensee acknowledges that this Agreement shall remain in force in the event of any updates to the Licensed Software. If Licensee does not consent to any update, Licensee’s sole remedy is to cancel their subscription. Everbook will notify Licensee of planned maintenance at lease one (1) business day in advance and will endeavour to conduct planned maintenance or scheduled downtime during non-business hours. Emergency maintenance related to a security incident may take place at any time.
Schedule A is a per-engagement Statement of Work executed separately between Everbook and the Customer, and is incorporated into this Agreement by reference (see Section 6(b) and Section 15). It is not reproduced on this page. For a copy, contact support@everbook360.com.