1. EVERDAYS SERVICE

1.1 Eligibility

You may use the Service only if you can form a binding contract with Everdays, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under eighteen (18) years is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Everdays.

1.2 Limited License

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service. Everdays reserves all rights not expressly granted herein in the Service and the Everdays Content (as defined below). Everdays may terminate this license at any time for any reason or no reason.

1.3 User Accounts

Your account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity; (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement; and (iii) you agree to this Agreement on the entity’s behalf. By connecting to Everdays with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s User Account without our permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your User Account. You must notify Everdays immediately of any breach of security or unauthorized use of your User Account. Everdays will not be liable for any losses caused by any unauthorized use of your User Account.

You may never use another User’s User Account without our permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account; if your account requires a password, you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your User Account. You must notify Everdays immediately of any breach of security or unauthorized use of your User Account. Everdays will not be liable for any losses caused by any unauthorized use of your User Account.

You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing Everdays your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

1.4 Changes to the Service

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

1.5 Disputes with Other Users

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Everdays shall have no liability for your interactions with other Users, or for any User’s action or inaction.

1.6 Your Consent to This and Other Agreements

When you sign up to use a special feature of this Service, or when we notify you of updates to the Service, you may be asked to agree to special terms governing your use of the special feature. In such cases, you may be asked to expressly consent to the special terms, for example, by checking a box or clicking on a button marked “I agree”. This type of agreement is known as a “click-through” agreement. If any of the terms of the click-through agreement are different than the terms of these User Terms of Service, the terms of the click-through agreement will supplement or amend these User Terms of Service, but only with respect to the matters governed by the click-through agreement.

2. PRODUCTS AND SERVICES

Everdays provides a platform that makes buying life insurance online fast and easy. The insurance products offered may change from time to time and can be accessed on our Site at the following link: https://everdays.com/oursolution/ Insurance products are only available to people in those jurisdictions in which they may be legally sold. By applying for insurance products through the Site, you are agreeing to (1) designate us as your agent of record, (2) authorize us to communicate such designation to any insurance carrier, your prior insurance producer, and any other person or entity we determine should be advised, and (3) permit us to receive any compensation that any insurance carrier agrees to pay to us in connection with your purchase of insurance products. With respect to any insurance product, if any term or condition of these Terms differ from the terms and conditions of the policy, the policy’s provisions will control. Everdays does not provide any legal, regulatory, accounting, or tax advice, and you must rely upon your own advisors before making any financial decision.

The insurance premiums quoted on the Site are based on the information provided for your quote. The premium quoted is only an estimate and the actual premium and rate class will be determined after the underwriting and approval process is completed. Approval and actual premiums will be based upon the entire underwriting process, including but not limited to, information provided by you on the application and specific underwriting requirements and criteria. Premium rates may vary by gender (in states where permitted), underwriting class, coverage amount and duration. Policies can be returned without obligation within 30 days of receipt in most states. Two year contestability and suicide provisions may apply. Policy descriptions provided in these Terms are not a statement of contract. Please refer to the policy forms for full disclosure of all benefits and limitations.

Our Services are offered through our licensed insurance producer entity, Everdays Inc. (dba in CA as Everdays Moments Insurance Marketing). Everdays is not an insurance carrier. Instead we provide the products and services of our admitted insurance carrier partners licensed to sell insurance in your state. Not all products are available in all states. Everdays is paid commissions and may receive other performance-based compensation for its services.

The products we offer are only for people who live in the United States. We don’t and don’t intend to sell insurance products outside the United States, or anywhere Everdays isn’t licensed.

You shall pay all Premium Payments (“Payment”) for the Services in accordance with the billing terms in effect between you and Everdays at the time a Payment is due and payable. By providing Everdays or its third party payment service provider with your payment information, you agree that Everdays, or its third party providers of such services, are authorized to immediately invoice your account or charge your designated payment method (including without limitation credit or debit cards) for all Payments due and payable to Everdays hereunder and that no additional notice or consent is required. You shall immediately notify our third party payment service provider of any change in your payment information to maintain its completeness and accuracy. You agree to have sufficient funds or credit available upon purchase of any product or service to ensure that the purchase price is collectible by us (including on a monthly, recurring basis), or our third party provider for such product or service. Your failure to provide accurate payment information to Everdays or our inability to collect payment constitutes your material breach of these Terms. Except as set forth in this Agreement, all Payments for the Services are non-refundable.

3. USER CONTENT

Some areas of the Service allow Users to submit, post, display, provide, or otherwise make available content such as profile information, images, photographs, videos, illustrations, graphics, sound recordings, posts, comments, questions, data, works, texts, streaming video and/or audio, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as “User Content”).

WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS. However, you understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content. By providing or sharing User Content through the Service, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement. Further, you allow us to record audio and/or video that you stream through the Service, and to make it available to others to view, edit, share and/or interact with in accordance you’re your settings and this Agreement. Everdays has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.

By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Everdays a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Everdays’ (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

• You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
• You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
• Your User Content and Everdays’ use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
• Everdays may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
• To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

Everdays takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Everdays shall not be liable for any damages you allege to incur as a result of or relating to any User Content.

4. PROHIBITED USES

You may use the Services only for lawful purposes and in accordance with these Terms of Use and the Privacy Notice. To the extent you create an account through this Service, you understand and agree that any account you create is personal to you and may not be used by anyone else. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password by you or by anyone else using your username and password, whether or not authorized by you. You agree to change your password immediately if you believe your password may have been compromised or used without authorization. You also agree to immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password by contacting us using the information provided below. Until we are so notified, you will remain liable for any unauthorized use of your account. You agree not to use the Services in any of the following ways:

• In any way that intentionally or unintentionally violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries), or encouraging others to do so.
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for Personally Identifiable Information or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate Everdays, an Everdays employee, another user, or any other person or entity (including, without limitation, by using e-mail associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Everdays or users of the Service or expose them to liability.
• Additionally, you agree not to do any of the following:
• Circumvent, disable, or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or enforce limitations on the use of our Service or any content on the Service.
• Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including its ability to engage in real time activities through the Service.
• Use any robot, spider, “scraper,” “crawler,” or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
• Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Service.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the servers on which the Service is stored, or any server, computer, or database connected to the Service.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the servers on which the Service is stored, or any server, computer, or database connected to the Service.
• Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Service.
• Modify copies of any materials from the Service.
• Use any illustrations, photographs, video or audio sequences or any graphics from the Service or any text.
• Attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Service, any third-party use of the Service, or any third-party data contained therein.
• Send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”.
• Use contact or other user information obtained from the Service (including email addresses) to contact Users outside the Service without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information of Users for use outside the Service.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service.
• Authorize, permit, enable, induce or encourage any third party to do any of the above.

5. OUR PROPRIETARY RIGHTS

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Everdays Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Everdays and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Everdays Content. Use of the Everdays Content for any purpose not expressly permitted by this Agreement is strictly prohibited. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Service without the prior written permission of such owners.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Everdays under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Everdays does not waive any rights to use similar or related ideas previously known to Everdays, or developed by its employees, or obtained from sources other than you.

6. CALIFORNIA RESIDENTS

The provider of services is Everdays, Inc. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

7. ELECTRONIC COMMUNICATIONS

7.1 Text Messaging

When you submit your information on our websites you are opting in to receive SMS/text messages from Everdays. By enrolling in Everdays’ SMS/text messaging service, you agree to receive text messages from Everdays to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such text messages. You are solely responsible for keeping us updated with your current phone number, respectively updating to the latest version of the mobile app, and for any charges incurred by receiving such messages. We will not be liable for information sent to a device that is associated with your outdated mobile phone number or using an outdated app. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of purchase.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from Everdays. You consent that following such a request to unsubscribe, you may receive one final text message from Everdays confirming your request. For help contact us at support@everdays.com.

7.2 Electronic Signature Agreement

By selecting the “I Accept” or “I Agree” button (or something similar), you are signing the Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third-party verification is necessary to validate your E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and Everdays. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement. You further agree that each use of your E-Signature in connection with the Service constitutes your agreement to be bound by the terms and conditions of the Agreement.

7.3 Electronic Delivery

When you use the Service or send emails or texts to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. You are responsible for providing, at your expense, any access to the internet and any required equipment.

8. PRIVACY

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate and/or anonymized data as set forth in our User Privacy Policy.

9. SECURITY

Everdays uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

10. DMCA NOTICE

Since we respect artist and content owner rights, it is Everdays’ policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Everdays’ copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit Everdays to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Everdays, Inc.
Attn: DMCA Notice
1221 Bowers St.
Unit 1719
Birmingham MI, 48012
Tel.: 248-480-2444
Fax: 248-480-2402
Email: copyright@everdays.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Everdays and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Everdays’ rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Everdays has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Everdays may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

11. THIRD-PARTY LINKS AND INFORMATION

The Service may contain links to third-party materials that are not owned or controlled by Everdays. Everdays does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Service or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and the User Privacy Policy do not apply to your use of such sites. You expressly relieve Everdays from any and all liability arising from your use of any third-party website, service, or content, including without limitation User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Everdays shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

We have engaged with third-party companies to enable users to complete the purchase of at-need and/or preneed funeral goods and services, funded by preneed insurance policies. These providers include (i) one or more agents who may assist with insurance agency, document processing, payment processing and/or compliance services, among other things; (ii) one or more life insurance companies, who will underwrite the insurance used to fund prearranged funeral products and services; and (iii) certain funeral homes, who will sell and provide the Funeral Products and Services you purchase. It may be necessary for you to accept and operate under the terms of service and/or privacy policy with those companies in order to complete Transactions.

12. INDEMNITY

You agree to defend, indemnify and hold harmless Everdays and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

13. NO WARRANTY

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EVERDAYS OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, EVERDAYS, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

FURTHER, EVERDAYS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND EVERDAYS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EVERDAYS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL EVERDAYS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVERDAYS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL EVERDAYS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO EVERDAYS HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EVERDAYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15. GOVERNING LAW, ARBITRATION, AND CLASS ACTION/JURY TRIAL WAIVER

15.1 Governing Law

This Agreement shall be governed by the internal substantive laws of Michigan, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Oakland County, Michigan for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Oakland County, Michigan is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

15.2 Arbitration

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EVERDAYS. For any dispute with Everdays, you agree to first contact us at legal@everdays.com and attempt to resolve the dispute with us informally. In the unlikely event that Everdays has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Oakland County, Michigan, unless you and Everdays agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Everdays from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

15.3 CLASS ACTION/JURY TRIAL WAIVER

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EVERDAYS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

16. GENERAL

16.1 Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Everdays without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

16.2 Notification Procedures and Changes to the Agreement

Everdays may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Everdays in our sole discretion. Everdays reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Everdays is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Everdays may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new User Terms of Service. If you do not agree to any of these terms or any future User Terms of Service, do not use or access (or continue to access) the Service.

16.3 Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with Everdays in connection with the Service, shall constitute the entire agreement between you and Everdays concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

16.4 No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Everdays’ failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

16.5 Anti-Money Laundering (AML)

Everdays strives to monitor, detect, and prevent transactions that may involve fraud, money laundering, terrorist financing, or other illegal activity and to report applicable situations as may be required by law. Everdays reserves the right to deny Service to anyone where we have a reasonable suspicion of violations of any applicable law.

16.6 Contact

Please contact us at legal@everdays.com with any questions regarding this Agreement.