By accessing or using the Sites or the Services, you agree to be bound by this Agreement. If you do not agree to this Agreement, you may not access or otherwise use the Sites or the Services.
2. Proprietary Services
Ever.Ag operates electronic platforms/systems including web and mobile applications that enable you, on behalf of the company you work for, as our customer to access and use certain online products and services offered by Ever.Ag (collectively and including any subsequent versions of such platforms/systems and applications, the “Services”) through our Sites.
The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Ever.Ag. Ever.Ag reserves all other rights in the Services.
You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
• Provide access to or give any part of the Services to any third party.
• Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
• Make the Services available on any file-sharing or application hosting service.
3. Intellectual Property Rights
Ever.Ag is the owner and/or authorized user of all trademarks, logos, service marks and trade names (collectively the “Trademarks”) on our Sites and is the owner and/or licensee of the entire content, features and functionality on our Sites (including, but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) (collectively the “Content”). The Trademarks and Content are protected by copyright, trademark, patent, trade secret and other proprietary and intellectual property rights of Ever.Ag and/or its licensors. All Content on the Sites is copyrighted as a collective work of Ever.Ag pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any content available on or accessed through the Sites.
You may not modify, publish, transmit, transfer, sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content on the Sites, in whole or in part, except as expressly permitted by Ever.Ag. The Sites or Services may not be decompiled, disassembled, modified, translated, adapted or reverse engineered. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY AN APPLICABLE LICENSE AGREEMENT WITH EVER.AG.
Use of the Sites or Services for any purpose not expressly permitted in the Agreement is prohibited. Except as expressly provided above, all rights are reserved.
5. Use With Mobile Device
Use of the Sites and Services may be available through a compatible mobile device. You are solely responsible for providing, at your own expense, all equipment, facilities and services necessary to access and use the Sites and Services, including, without limitation, computer hardware and software, telephone service and Internet access. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. You shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites. You shall not take any action that intentionally imposes or should reasonably be expected to impose an unreasonable or disproportionately large load on the infrastructure of the Sites.
EVER.AG MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
• THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
• ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
• ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
6. Your Personal Information
7. Third Party Websites
8. Restrictions on Use
8.1 Only you are to access the Services using your username or password. If we have reason to believe you have shared your password information or access to your account or have used the Services in violation of the provisions herein, we may suspend or terminate your account and refuse any and all current or future use of the Services. You agree that you will not otherwise copy, transmit, rent, forward, lend, sell, or modify any materials from the Services or modify or remove any proprietary notices contained therein, or create or enable the creation of derivative works based thereon. You may not use any robot, spider, other automatic device or program or manual process to access, monitor, copy or reproduce the Services. You may not engage in systematic retrieval of content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory. You may not disseminate any portion of the Services through electronic means, including mail lists or electronic bulletin boards. You may not reverse engineer the Services, nor circumvent, disable, or otherwise interfere with any technical and/or other limitations, including without limitation security-related features. You acquire no right, title or interest in any Ever.Ag Content except for the limited access license granted to you, and Ever.Ag reserves all rights in the Ever.Ag Content.
8.4 In using the Sites or Services, you agree you will not: (a) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (b) post advertisements or solicitations of business; (c) impersonate another person; (d) submit material that is copyrighted, protected by trade secret or otherwise subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Ever.Ag all of the license rights granted herein; (e) submit material that is unsuitable for minors in any country; or (f) submit material that is malicious or destructive in nature, or contain a virus or other computer programming routine or engine that is intended to damage or otherwise interfere with any system, data, or information. Ever.Ag does not and cannot review all User Content or Service Uploads and is not in any manner responsible for such content. Ever.Ag reserves the right, but has no obligation, to refuse to post, block or remove communications or materials for any reason in its sole discretion. Ever.Ag may terminate your access to our Sites and/or the Services to prevent further posting or distribution of any communications or materials, and Ever.Ag may, but is not obligated to, report any of your communications or materials to your company.
Except as otherwise provided in an applicable License Agreement with Ever.Ag, Ever.Ag reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Sites and Services, at any time for any reason without prior notice or liability. Ever.Ag may change, suspend or discontinue all or any aspect of the Sites or Services at any time, including the availability of any feature, database or content, without prior notice or liability.
10. Disclaimer of Warranties
10.1 You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER SIMILARLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER OR NETWORK DUE TO YOUR USE OF THE SITES, THE DOWNLOADING OF ANY CONTENT POSTED ON THE SITES OR ANY OTHER WEBSITES LINKED TO THE SITES.
10.2 WE AND OUR LICENSORS AND SERVICE PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF OUR SITES OR THE SERVICES. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF OUR SITES OR THE SERVICES FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITES AND THE SERVICES AT YOUR OWN RISK. OUR SITES AND SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. EVER.AG IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS. EVER.AG RESERVES THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO OUR SITES AND SERVICES AT ANY TIME WITHOUT NOTICE.
11. Limitation of Liability
11.1 EXCEPT AS PROVIDED UNDER AN APPLICABLE LICENSE AGREEMENT WITH EVER.AG, IN NO EVENT SHALL EVER.AG BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM INTERRUPTION OF USE, LOSS OF DATA, THE UNAUTHORIZED ACCESS TO OR THE MISAPPROPRIATION OF ANY CONTENT MADE AVAILABLE ON OR THROUGH THE SITES, OR LOST PROFITS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE OF THE SITES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EVER.AG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
11.2 EVER.AG’S LIABILITY TO YOU UNDER THIS AGREEMETN SHALL BE LIMITED TO THE GREATER OF (i) THE AMOUNT OF FEES PAID TO EVER.AG HEREUNDER BY YOU DURING THE THIRTY (30) DAYS PRECEDING THE DATE THE CLAIM ARISES OR (ii) ONE THOUSAND DOLLARS ($1,000). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITES OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You hereby release Ever.Ag and its present and former officers, directors, agents, managers, members, investors, partners, employees, shareholders, fiduciaries, parents, affiliates, subsidiaries, divisions, legal representatives, predecessors, estates, trusts, executors, successors and assigns and all persons (natural, corporate or otherwise) in privity with Ever.Ag or any of them (all of which collectively are jointly and severally referred to herein as the “Ever.Ag Group”) from all claims, demands and damages (actual and consequential) of every kind and nature, disclosed or undisclosed, known and unknown, suspected and unsuspected, in any way arising out of or in connection with your use of the Sites or Services or your activity with other users of the Sites. You waive the provisions of any law limiting or prohibiting a general release including California Civil Code § 1542 which states “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.”
You agree to indemnify, defend and hold harmless the Ever.Ag Group from and against any and all claims, losses, liabilities, and damages of any kind, including reasonable attorneys’ fees, resulting from (i) your breach of this Agreement; or (ii) your use or misuse of the Sites or Services. Ever.Ag reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Ever.Ag in asserting any available defenses.
14. Electronic Record and Signature
You agree that any document or record which is transmitted or received by electronic transmission by either party shall be treated in all manner and respects as an original written, signed document where sufficient indicia of acceptance exists. You agree to accept reasonable electronic indicia, including but not limited to clicking on Site buttons designated by language such as “I Accept”, “I Agree” or other similar such language, as effective indicia of acceptance. Such indicia of acceptance shall be considered for these purposes as an original signature and any such electronic record it is attributed to shall be considered to have the same binding legal effect as an original written, signed document.
15. Governmental Entity Access
Ever.Ag provides certain agencies and departments of various states (“Authorized Governmental Users”) with access to information relating to certain products to facilitate compliance by Ever.Ag customers with relevant milk delivery and distribution rules and regulations. Ever.Ag acknowledges and agrees that this Agreement shall not apply to the use of the Sites by such Authorized Governmental Users.
16.1 We control and operate our Sites from our offices in the United States of America. We do not represent that materials on our Sites are appropriate or available for use in other locations. Persons who choose to access our Sites from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
16.2 All matters related to the Sites and Services and this Agreement and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of the United States and the State of Texas without regard to the principles of conflicts of laws thereof. The exclusive forum for any legal suit, action or proceeding arising out of, or related to, the Sites and Services and this Agreement shall be instituted exclusively in the federal courts of the United States or the state courts of Collin County, Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
16.3 No failure or delay in exercising any right hereunder by Ever.Ag will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise.
16.4 If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of the Agreement shall remain in full force and effect.
Last modified: October 6, 2022