Terms and ConditionsLast Updated: September 27, 2021
IT IS IMPORTANT THAT YOU READ THROUGH THESE TERMS OF USE CAREFULLY, BEFORE USING THE WEBSITE/SOFTWARE (the “SITE”). IF YOU DO NOT ACCEPT THESE TERMS, YOU SHOULD NOT CLICK ON “I AGREE”. EVOLVE RECOMMENDS THAT YOU PRINT OUT THE TERMS OF USE BEFORE AGREEING TO THEM, TO MAKE SURE YOU ACCEPT THEM WITHOUT RESERVATION. IF YOU USE THIS SITE IN ANY WAY WHATSOEVER, YOU ARE AGREEING TO ADHERE TO THESE TERMS OF USE, WHICH CONSTITUTE A CONTRACT BETWEEN EVOLVE AND YOURSELF.These Terms and Conditions (the “Terms”) set forth the rights and responsibilities of visitors and customers that use the website, services, application programming interfaces (APIs), products, and platform relating to services (collectively, the “Services”) made available by Evolve Credit and its affiliates (“Company,” “We,” “Our” or “Us”). Please read these Terms carefully. If you do not agree to these Terms, please do not use the Services. If you are using the Services on behalf of an organization, you are agreeing to be bound to these Terms as a customer on behalf of that organization, and you represent and warrant that you have the authority to agree to these Terms on the organization's behalf. In that case, “you” or “User” or “your” will refer to that organization in these Terms.DEFINITIONS“Third Party” shall mean any individual, association, partnership, firm, company, corporation, consultant, Subcontractor, or a combination thereof, including joint ventures, that is not a party to this Agreement. “User Data” shall mean any data, information, documents, or materials submitted by the End-User to the Company prior to or during the use of the Site.
- SCOPE The Terms define the conditions under which the User will access and utilize the Services. Any use of the Site by the User entails the latter’s full and unreserved acceptance of this Terms. The User accepts these Terms, acknowledges having reviewed them in their entirety, and therefore waives any ability to invoke contradictory documentation. Evolve may modify the Terms at any time. The relationship between the Parties will always be governed by the most recent version of the Terms on the date of the User’s access and use of the Site. In the event that these Terms are modified, the User will be asked to agree to the new terms and conditions, which will be applicable from the date of that acceptance.
- LIMITED RIGHT TO USE The viewing, printing, or downloading of any form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).
- ACCESS THROUGH A THIRD-PARTY ACCOUNT If you connect a third-party account to the Services (“Third-Party Account”), you are expressly authorizing us to access your Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to us and grant us access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the Third-Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by the applicable third-party service provider. Subject to the privacy settings you have set in your Third-Party Account, by granting us access to your Third-Party Account, you understand that we may access any personal information and content that you may have provided to and stored in your Third-Party Account (“Third-Party Content”) and such Third-Party Content may become available on and through your Account.PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDER ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDER, AND WE DISCLAIM ANY LIABILITY FOR THIRD-PARTY CONTENT PROVIDED TO US BY THE THIRD-PARTY PROVIDER IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD- PARTY ACCOUNT.We make no effort to review any Third-Party Content for any purpose, including without limitation, for accuracy, legality, or non-infringement, and we are not responsible for any Third-Party Content.
- ACCOUNT SECURITY The User is given dedicated, secure access to their account using their Login Details. The User is responsible for the password, chosen by them at the time of registration, and undertakes not to share it with anyone. Evolve may not, under any circumstances, be held responsible for the consequences of fraudulent use of a password by a third party.
- CONFIDENTIALITY We both acknowledge that during the course of the transactions contemplated by these Terms, a party (the “Disclosing Party”) may find it necessary or appropriate to share Confidential Information (as defined below) with the other party (the “Receiving Party”). The Receiving Party will:
- not use the Disclosing Party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder;
- not disclose such Confidential Information to any third party, other than its employees and consultants who have a “need to know” for the Receiving Party to exercise its rights or perform its obligations hereunder; and
- protect the confidentiality of the Disclosing Party’s Confidential Information with the same measures as the Receiving Party uses to protect its own Confidential Information, but using no less than reasonable measures. If the Receiving Party is required by law to make any disclosure of such Confidential Information, the Receiving Party will first give written notice of such requirement to the Disclosing Party and will permit the Disclosing Party the opportunity to seek to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information will not be deemed
- is known or becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party;
- becomes publicly known, except through a breach hereof by the Receiving Party; or
- is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information. “Confidential Information” means any information provided by one party to the other and concerning such Disclosing Party’s business or operations including, but not limited to, all tangible, intangible, visual, electronic, now existing or future information such as
- trade secrets;
- financial information, including pricing of the Services;
- technical information, including research, development, procedures, algorithms, data, designs, code, and knowhow;
- business information, including operations, planning, marketing interests, and products; and
- all other information which would, due to the nature of the information disclosed or the circumstances surrounding such disclosure, appear to a reasonable person to be confidential or proprietary.
- any patient medical or other health information;
- Personally Identifiable Information, as defined in the Nigeria Data Protection Regulation (NDPR) and General Data Protection Regulation (GDPR) or
- personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, or data concerning a natural person’s sex life or sexual orientation.
- USER OBLIGATIONS 6.1 Obligations relating to the use of the Site, the User agrees to:submit complete, accurate information and to update that information in event of any change refrain from using the Site for fraudulent ends or any other purposes not mentioned in this Terms;
- use the Site for committing fraud, embezzlement, money laundering, or for any unlawful and/or illegal purposes;
- to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site;
- use the Site to harm or injure any third party;
- forge headers or otherwise manipulate identifiers to disguise the origin of any content transmitted through the Site;
- upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, transmit or otherwise make available on the Site, any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of or otherwise act in a manner that negatively affects other user’s ability to engage in real-time exchanges;
- interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site; and
- intentionally or unintentionally violate any applicable local, state, national or international laws and any regulations having the force of law.
- INTELLECTUAL PROPERTY Ownership; License: Evolve owns all rights, titles, and interests in and to the Services including all related intellectual property rights. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, non-sub licensable, revocable right to use the Services for your internal business purposes only, and for no other purpose. All of our rights not expressly granted by us to you pursuant to these Terms are retained by Us.Maintenance and Support: You acknowledge that while the Company may, at its sole discretion, provide maintenance and support for the Site from time to time, the Company shall have no specific obligation whatsoever to furnish such services to you.Updates/Upgrades: We may launch new updates/upgrades for the Site to enhance the functionality of the Site and ensure Your access to certain features or functionality.Feedback: We welcome your feedback. If you provide recommendations, suggestions, improvements, or other feedback (collectively, “Feedback”), you agree that we will have a royalty-free, worldwide, perpetual and irrevocable license to use and incorporate such Feedback into the Services without restriction and without any obligation or compensation to you or any third party.
- TERMINATION The Company reserves its rights to terminate these Terms and Conditions in the event:
- you breach any provision of these Terms;
- the Company is required to do so under law;
- liquidation;
- the Company chooses to discontinue the Service being offered or discontinue to operate the Site;
- the license granted to use the Site expires;
- of non-payment of Outstanding Amount(s).
- LIMITATION OF LIABILITY IN NO EVENT WILL WE OR OUR LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE OR OUR LICENSORS OR SUPPLIERS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, USE OF THE SERVICES BY YOU, OR ANY SERVICES TERM (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE)) EXCEED THE LESSER OF THE AMOUNT YOU PAID TO US FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS. THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION ALLOCATE THE RISKS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
- FORCE MAJEURE We shall not be liable or responsible for any failure to perform or delay in performance of, any of our obligations under these Terms that are caused by events outside of our reasonable control (“Force Majeure Event”).A Force Majeure Event includes in particular (but without limitation) the following: strikes, lockouts or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster or Act of God; nuclear, chemical or biological contamination or sonic boom; the impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; the non-delivery or late delivery of products or Service to us by third parties; or any other event beyond a Party’s reasonable control.Our performance under these Terms and Conditions is deemed to be suspended for the period that the Force Majeure Event continues and we will have an extension of time for performance for the duration of that period.
- DISCLAIMER EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, EVOLVE MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. EVOLVE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR ANY DELIVERABLES, OR AGAINST INFRINGEMENT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. EVOLVE DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES ARE ERROR-FREE OR THAT OPERATION OF THE SERVICES OR DELIVERABLES WILL BE SECURE OR UNINTERRUPTED. EVOLVE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE CLIENT’S USE OF THE SERVICES AND DELIVERABLES. IF EVOLVE IS PROVIDING PAYMENTS SERVICES PURSUANT TO THE AGREEMENT, EVOLVE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PAYMENT REQUESTS THROUGH THE PAYMENTS SERVICES, AS SUCH PAYMENTS ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF EVOLVE'S CONTROL, INCLUDING BUT NOT LIMITED TO PAYMENT SETTLEMENT TIMES, PAYMENT HOLDS, BANK INFRASTRUCTURE OUTAGES OR OTHER DELAYS IN THE BANKING SYSTEM AND BANK PAYMENT.
- PRIVACY POLICY Our Privacy Policy forms part of this Agreement and is subject to review as the need arises.
- NOTICES Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and will be deemed effective:
- upon delivery when delivered in person;
- upon transmission when delivered by verified facsimile transmission or e-mail with delivery receipt;
- when delivered by a recognized national or international overnight courier service with some form of tracking mechanism; or
- when delivered by certified or registered mail with return receipt. Either party may change its address for notices by notice to the other party given in accordance with this Section.
- WAIVER If we fail at any time to insist upon strict performance of any of your obligations under any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with these Terms.
- NO PARTNERSHIP OR AGENCY Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither Party will represent itself as agent, servant, franchisee, joint venturer, or legal partner of the other. We are entering into these Terms and Conditions as principal and not as agent for any other Affiliate company and claims under these Terms and Conditions may be brought only against us and not against any of our Affiliates.
- SEVERABILITY If any term or condition is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of this Agreement, which will continue to be valid and enforceable to the fullest extent permitted by law.
- UNFAIR COMPETITION You shall not use the Site, documentation or any other materials provided by us from time to time, including but not being limited to our Intellectual Property Rights or Confidential Information, to build a competitive product, service, or Site or to benchmark with a product or service not provided by us.
- CHANGE TO TERMS We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is a material, Evolve will make reasonable efforts to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Site and the Services.
- Confidential Information hereunder if such information:
You acknowledge and agree that the Services are not designed with security and access management for processing any Protected Information, and, unless otherwise agreed to byEvolve in writing, you agree that Account Data will not include any Protected Information. “Protected Information” means
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