Master Subscription Agreement

Effective 10/1/2023

This Subscription Agreement (this “Agreement”) contains terms and conditions that govern your purchase and use of the Services (as defined below), and is a contract between Evolution Global, Inc., a New York (USA) corporation (“Evolution Global”), and you or the entity or organization that you represent. This Agreement takes effect when you enter into the Statement of Work (“SOW” as defined below) with Evolution Global (the “Effective Date”). Capitalized terms not otherwise defined in this Agreement will have the respective meanings assigned to them in Section 1. Evolution Global may modify this Agreement from time to time, subject to the terms in Section 24.9.  

If you are an individual using the Services for your own purposes: (1) all references to “Customer” are to you, and (2) you represent that you are legally permitted and competent to enter into this Agreement.  

If you are using the Services on behalf of an entity or organization: (1) all references to “Customer” are to that entity or organization, and (2) you represent that you have the right, power and authority to enter into this Agreement on behalf of Customer.  

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.  

Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.  

Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.  With respect to a Person, it means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
Agreement” has the meaning set forth in the preamble.

Applicable Laws” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party’s performance under this Agreement.

Authorized User” means an individual employee, agent, contractor, or service provider (subject to Section 20 (Third Party Access Terms)) of Customer or a Customer Affiliate who has been supplied user credentials for the Services by Customer (or by Evolution Global at Customer’s request or a Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder.

AUP” means Evolution Global’s standard Acceptable Use Policy, currently available at  

Available” means with respect to each Core Service, that the Core Service being used by Customer is available for access; “Availability” has a correlative meaning. Availability is assessed from the point where the Core Service is made available from Evolution Global’s hosting provider and measured in minutes over the course of each calendar month during the SOW Term. Customer may request Availability information by submitting a Support request.

Confidential Information” has the meaning set forth in Section 9.1. 

Core Service” means each Service/feature on the SOW (excluding any beta product) that is available on the Evolution Global platform and for which there is committed spend in the affected month.

Customer” has the meaning set forth in the preamble.

Customer Administrator” means the individual(s) identified in the Account Data as admin users.  

Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services, or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. It also includes information about Customer that Customer provides to Evolution Global in connection with the creation or administration of its Evolution Global accounts, such as first and last name, username and email address of an Authorized User or Customer’s billing contact. Customer shall ensure that all Account Data is current and accurate at all times during the applicable SOW Term, and shall in no event include Sensitive Information in Account Data. Account Data is subject to Evolution Global’s privacy policy, currently available at  For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User.

Customer Environment” means the systems, platforms, services, software, devices, sites and/or networks that Customer uses for its operations (exclusive of the subscribed Services).  

Data Processing Addendum” means the Data Processing Addendum at or, if the Parties have a separately executed agreement in effect that covers the same subject matter, the separately executed agreement.  

Data Protection Laws” means Applicable Laws concerning the privacy and protection of Personal Data.

Data Scraping” means is a process involving multiple stages, tools, and considerations. At a high level, data scraping refers to the act of identifying desirable information and using software to pull the target information from our site.  Data Scraping is specifically prohibited in accordance with Section 2.8.  

Documentation” means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

Effective Date” has the meaning set forth in the applicable Letter or Statement of Work.

Evolution Global Connect Team” means the Evolution Global representatives assigned to facilitate your relationship with Evolution Global. You may email, if you are unsure of the contacts information for your Evolution Global Connect Team.  

Evolution Global Operations Data” means data pertaining to, or used in, the operations, use and testing of the Services including data arising from Evolution Global’s customers’ use of the Services, aggregated data on third party components, aggregated and/or anonymized data as described in Section 2.8, and other data and information that informs the Services.

Exceptions” means any of: (a) Customer’s breach of this Agreement, an SOW or the AUP; (b) Customer’s failure to configure and use the Services in accordance with the Documentation; (c) failures of, or issues with, Customer’s Environment; (d) Force Majeure Events; (e) Evolution Global’s suspension of Authorized Users’ access to the Services pursuant to Section 2.7 or 14.4; or (f) maintenance during a window for which Evolution Global provides notice to Customer Administrator by email or through the Services in advance

Feedback” means bug reports, suggestions or other feedback with respect to the Services or Documentation provided by or on behalf of Customer to Evolution Global, exclusive of any Customer Confidential Information therein.  

Fees” has the meaning set forth in the applicable Statement of Work.

Force Majeure Event” has the meaning set forth in Section 22.

Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device.

Indemnitee” has the meaning set forth in Section 15.

Initial Term” has the meaning set forth in the applicable Statement of Work.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Key Customer Contact” has the same meaning Customer Administrator defined herein and designated in the Statement of Work.

Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

Permitted Use” means any use of the Services by an Authorized User for the purpose of Customer’s claims management needs.

Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

“Personal Information” means information that Customer provides or for which Customer provides access to Provider, or information which Provider creates or obtains on behalf of Customer, in accordance with this Agreement that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers). Both subclauses (i) and (ii) include Sensitive Personal Information (as defined herein). Customer’s business contact information is not by itself Personal Information.

Pricing Page” means the web page(s) where Evolution Global publishes its list prices for Services, the list for general Services is currently available at  

Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.  

Provider” has the meaning set forth in the preamble.

Provider Disabling Device” means any software, hardware, or other technology, device, or means (including, without limitation, any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Provider or its designee to disable Customer’s or any Authorized User’s access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee.  

Provider Indemnitee” has the meaning set forth in Section 15.3. 

Provider Materials” means the Services, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.

Provider Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor.  

Provider Systems” means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third-party services.
Renewal Term” has the meaning set forth in the applicable Statement of Work.  

Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors. Customer’s Representatives also includes any of Customer’s carriers.

Resultant Data” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.  

RPA” means Robotic Process Automation related to the Customer or any of its affiliates and is strictly prohibited in accordance with Section 3.  

Scheduled Downtime” has the meaning set forth in Section 3.2.3.

Sensitive Personal Information” means (a) government-issued identification numbers, including Social Security numbers; (b) financial information; (c) special categories of personal data subject to Article 9 of the GDPR; (d) personal data relating to criminal convictions and offenses subject to Article 10 of the GDPR; (e) protected health information subject to the Health Insurance Portability and Accountability Act of 1996, as amended; and (f) any other information that is subject to specific or heightened requirements under Applicable Law or industry standards. “GDPR” means the General Data Protection Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data, and repealing of Directive 95/46/EC.

“Service Credit” has the meaning set forth in Section 3.2. 

Service Level Failure” has the meaning set forth in Section 3.1.

“Service Plan” means the packaged plan and associated features, as detailed at the Pricing Page, for the hosted Evolution Global service to which Customer subscribes.

Service Period” has the meaning set forth in Section 3.1.

Services” means the software-as-a-service hosted services that are made available by Evolution Global online via the applicable login page (currently and other web pages designated by Evolution Global, that Evolution Global makes available on a fee-based basis. “Services” does not include (a) any services provided without charge or any alpha, beta or other pre-commercial releases of a Evolution Global product or service (or feature of functionality of a Service); and (b) any tools or other services, which are not individually essential for the functioning of the Services, that Evolution Global makes available pursuant to separate license terms, including those listed on the Evolution Global Marketplace.  

Support Services” has the meaning set forth in Section 4.

Term” has the meaning set forth in the applicable Statement of Work.    

Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider.

2. Access and Use
2.1. Use of the Services

Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Evolve and the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to the Customer’s internal use. Provider shall provide to Customer the Access Credentials within a reasonable time following the Effective Date.

2.2. Documentation License

The Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable, revocable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

2.2.1. Service and System Control
Except as otherwise expressly provided in this Agreement, as between the parties: Provider has and will retain sole control over the operation, provision, maintenance, and management of the Provider Materials; and Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use.

2.3. Reservation of Rights

Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials.

2.4. Key Customer Contact

Customer shall, throughout the Term, maintain within its organization a key customer contact to serve as Customer’s primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement (“Key Customer Contact”).  The Key Customer Contact shall be responsible for providing all day-to-day consents and approvals on behalf of the Customer under this Agreement.  The Customer shall ensure its Key Customer Contact has the requisite organizational authority, skill, experience and other qualifications to perform in such capacity.  The initial Key Customer Contact is identified in the applicable Statement of Work.  If either the Key Customer Contact ceases to be employed by the Customer, or if the Customer otherwise wishes to replace the Key Customer Contact, Customer shall promptly name a new Key Customer Contact by written notice to Provider.

2.5. Changes

Provider reserves the right, in its sole discretion, to make any changes to the Services and Provider Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Provider’s services to its customers; (ii) the competitive strength of or market for Provider’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the SOW. No requested changes will be effective unless and until memorialized in a written change order signed by both parties.

2.6. Subcontractors

Provider may from time to time in its discretion engage third parties to perform services (each, a “Subcontractor”) in connection with the Provider Materials or any of Provider’s obligations hereunder.  

2.7. Suspension or Termination of Services

Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its good faith and sole discretion, that: (i) Customer or any Authorized User has failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.7 does not limit any of Provider’s other rights or remedies, whether at law, in equity, or under this Agreement.

2.8. Data

Through Customer’s configurations and use of the Services, Customer has control over the types and amounts of data from Customer’s Environment that are submitted to the Services or that are otherwise uploaded to the Services (collectively, but excluding Account Data, “Customer Data”). By submitting Customer Data to the Services, Customer hereby grants to Evolution Global, its Affiliates, and contractors the right, and is expressly instructing Evolution Global, its Affiliates, and contractors, to Process Customer Data in order to provide and support the Services as described in the Documentation, this Agreement, and the Data Processing Addendum. Evolution Global will be liable for the actions and omissions of its Affiliates and contractors undertaken in connection with Evolution Global’s performance under this Agreement to the same extent that Evolution Global would be liable if performing the Services directly. Customer authorizes Evolution Global to use information about Customer’s configuration and use of the Services (“Usage Data”), Customer Data and Account Data to: (a) manage Customer’s account, including to calculate Fees (as defined in Section 7); (b) provide and improve the Services and Support (as defined in Section 4); and (c) provide insights, service and feature announcements, and other reporting. Customer agrees that Evolution Global may use aggregated or anonymized Customer Data and Usage Data for any business purpose during or after the term of this Agreement, including without limitation to develop and improve Evolution Global products and services and to create and distribute insights, reports and other materials. Evolution Global’s Processing of Usage Data and Customer Data shall at all times be subject to Evolution Global’s obligations under this Agreement, including those of security under Section 6 and confidentiality under Section 9; the Data Processing Addendum (as defined in Section 1), if applicable; the Supplemental Terms, if applicable; and, with respect to Account Data, the Privacy Policy.

3. Availability, Service Levels, Service Usage and Data Storage
3.1. Availability

Subject to the terms and conditions of this Agreement, Provider will use commercially reasonable efforts to make the Services Available at least ninety-nine and five tenths’ percent (99.5%) of the time as measured over the course of each calendar year (each such calendar year, a “Service Period”), excluding unavailability as a result of any of the Exceptions describe below in this Section 3 (the “Availability Requirement”). “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available” means the Services are available for access and use by Customer and its Authorized Users. For purposes of calculating the Availability Requirement and the Critical Service Level Failure, the following are “Exceptions”, and neither the Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Services that is due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User, or access to or use of the Services by Customer, any Authorized User, or any other Person using Customer’s or an Authorized User’s Access Credentials, that does not strictly comply with this Agreement; (b) Customer Failure; (c) Customer’s or its Authorized User’s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 14.

3.2. Service Level Failures and Remedies

In the event of a Service Level Failure, Provider shall issue a credit to Customer in the amount of one (1) month’s Monthly Minimum pursuant to the applicable Statement of Work that the Service Level Failure occurred (each a “Service Credit”), subject to the following:

3.2.1. Provider has no obligation to issue any Service Credit unless: (i) Customer reports the Service Failure to Provider immediately on becoming aware of it; and (ii) requests such Service Credit in writing within five (5) days of the Service Level Failure; and

3.2.2. In no event will a Service Level Credit for any Service Period exceed 3 months of the Monthly Minimum fees that would be payable for that Service Period if no Service Level Failure had occurred.  Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. This Section 3.2.2 sets forth Provider’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure; provided, however, that Customer may pursue other remedies in accordance with this Agreement if the Services are not Available for over ninety-eight percent (98%) of a Service Period (“Critical Service Level Failure”).  

3.2.3. Scheduled Downtime. Provider will use commercially reasonable efforts to schedule downtime for routine maintenance of the Services between the hours of 10:00 p.m. and 3:00 a.m., Eastern Time (” Scheduled Downtime”). If maintenance must occur outside of the Scheduled Downtime, Provider shall give Customer written notice thereof.  

3.3. Service Usage and Data Storage

The applicable Statement of Work sets forth Fees for designated levels of usage and data storage (each a “Service Allocation”), beginning with the Fees payable by Customer for the levels of usage and data storage in effect as of the Effective Date. If Customer exceeds its Service Allocation for any relevant period, Customer shall also pay to Provider the applicable excess usage and storage Fees set forth in the applicable Statement of Work. Customer acknowledges that exceeding its then-current Service Allocation may result in service degradation for Customer and other Provider customers and agrees that:

3.3.1. Provider has no obligation to permit Customer to exceed its then-current Service Allocation; and

3.3.2. The Customer is not entitled to any Service Level Credits for periods during which Customer exceeds its then-current Service Allocation, regardless of whether the Services fail to meet the Availability Requirement during such period.

4. Support

During the Term, Evolution Global will provide support to Authorized Users as described in the Evolution Global Support Plans document at or in the applicable Statement of Work (“Support”). Without limiting any of Customer’s remedies under this Agreement in connection with the Services themselves, Customer’s sole and exclusive remedy for any alleged failure by Evolution Global to provide Support with reasonable skill, care and diligence shall be re-performance of the applicable Support.

5. Data Backup; Connectivity

The Services do not replace the need for Customer to maintain regular data backups or data archives. Further, the Customer shall be responsible to maintain a back-up internet connection (e.g. hotspot) if necessary as a fail-safe in case primary internet is lost. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR (A) ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA OR (B) FOR LOSS OF INTERNET OR AN OUTAGE.

6. Security and Privacy

Each Party has obligations with respect to security and privacy as set forth in this Agreement, which they consider appropriate pursuant to the requirements of Data Protection Laws in light of the nature, purpose, and risks of Processing Personal Data in connection with the Services.

6.1. Information Security

Provider will employ security measures in accordance with Provider’s privacy policy, as amended from time to time, which can be found at the following web address:

6.2. Data Breach Procedures

Provider maintains a data breach plan in accordance with the criteria set forth in Provider’s privacy policy and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).

6.3. Customer Control and Responsibility

Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (”Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

6.4. Access and Security

Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services.‌

6.5. Privacy

The Parties agree to comply with the Data Processing Addendum, which is incorporated into this Agreement. Customer agrees that it will only transfer Personal Data to the Services to the extent necessary for Customer to access and make use of the Services and to the extent permitted by Data Protection Laws given the nature of the Personal Data and the specifics of the Services and the terms of this Agreement. Except as may otherwise be expressly provided in applicable Supplemental Terms, described in the Documentation, or otherwise agreed by the Parties in writing, Customer shall not use the Services to Process any Sensitive Information and shall use reasonable efforts to restrict the inclusion of other Personal Data in Customer Data, including by applying filters, masking, and other tools and configurations described in the Documentation, including at

7. Pricing, Fees, and Payments
7.1. Payment for Services

Except as provided in Section 7.2 with respect to good faith disputes, Customer agrees to pay all fees charged by Evolution Global for Customer’s use of Services in accordance with this Agreement and applicable SOW(s) and Service Plan(s) (collectively, “Fees”). Except as otherwise provided in an SOW, (a) prices for Services are set forth on the Pricing Page; (b) Monthly Minimums are invoiced in advance of services; (c) Fees are calculated on the basis of usage and invoiced monthly in arrears; (d) Fees must be paid in U.S. dollars and, subject to Section 7.2,  within 5 days of invoice; and (e) Fees for Services include standard Support at no additional charge. The criteria for calculating usage vary by Service type and feature as specified in the applicable Service Plan.

7.2. Payment Disputes

Customer must assert any good faith dispute with regard to Fees in writing within 5 days of receipt of the invoice giving rise to the dispute. Except in the event of a good faith dispute, if Customer fails to make payment when due, without limiting Evolution Global’s other rights and remedies: (a) Evolution Global may charge interest on the past due amount at a rate of 1.5% per month or, if lower, the highest rate permitted under Applicable Law; (b) Customer shall reimburse Evolution Global for all reasonable costs incurred by Evolution Global in collecting any late payments or interest, including reasonable attorneys’ fees; and (c) if such failure continues for 10 days or more, Evolution Global may suspend Customer’s and its Authorized Users’ access to the Services until such amounts are paid in full. Evolution Global will not exercise its suspension or termination rights or apply interest on late Fees if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute.

7.3. No Deductions or Setoffs

All amounts payable to Provider under this Agreement shall be paid by Customer to Provider in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than Service Credits issued pursuant to Section 3.2 or any deduction or withholding of tax as may be required by applicable Law).

7.4. Payment Methods

If Customer is paying Fees using a credit card or any digital payment method supported by Evolution Global, Customer authorizes Evolution Global to charge Customer’s account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If Customer notifies Evolution Global to stop using a previously designated payment method and fails to designate an alternative, Evolution Global may immediately suspend use and access to the Services. Any notice from Customer changing its billing account will not affect charges Evolution Global submits to Customer’s billing account before Evolution Global can reasonably act on Customer’s request. Evolution Global uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use Customer’s credit card information except in connection with Customer’s authorized purchases. Notice (including email) from Evolution Global’s third-party credit card processor declining Customer’s credit card or otherwise relating to Customer’s account will be deemed valid notice from Evolution Global.

7.5. Taxes

All Fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”). Except for Taxes on Evolution Global’s income, revenues, gross receipts, personnel or assets, Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the SOWs and this Agreement. Without limiting the foregoing, if Customer is required to deduct or withhold any Taxes under Applicable Laws outside the United States, Customer is responsible for remitting such Taxes in a timely manner and in accordance with those Applicable Laws and Customer shall not offset any Fees payable to Evolution Global for any such remittances.

7.6. Fee Increases

Provider may increase Fees for any Renewal Term after the Initial Term, including any contract year of any Renewal Term, by providing written notice to Customer at least thirty (30) calendar days prior to the commencement of such Renewal Term, and the applicable Statement of Work will be deemed amended accordingly.

7.7. Reimbursable Expenses

Customer shall reimburse Provider for out-of-pocket expenses incurred by Provider in connection with performing the Services (”Reimbursable Expenses”).  Customer agrees and understands that the cost of these out-of -pocket services shall adjust according the vendor charging for such service and therefore, may fluctuate, higher or lower, on a monthly basis, where applicable, and are therefore, not subject to the notice referenced in Section 7.6.

8. SOW Renewal
8.1. Auto Renewal

Unless either Party takes a non-renewal action as described in Section 8.3, SOWs will automatically renew as a new SOW for additional periods of the same duration as the expiring SOW Term (each, a “Renewal SOW Term”). For SOWs that have a duration longer than 12 months, Evolution Global will give Customer Administrator notice by email on or around 30 days prior to the start of the Renewal SOW Term. Such notice will include notice of pricing adjustments, if any, pursuant to Section 8.2 below. For SOWs that have a duration of 12-months or less, Evolution Global will give Customer Administrator notice by email on or around 15 days’ prior to the start of the Renewal SOW Term solely in connection with pricing adjustments (as described in Section 8.2) or other SOW changes.  The failure of Customer to take a non-renewal action in a timely manner shall be deemed to constitute consent to the applicable fee increase.

8.2. Auto-Renewal Pricing Adjustments

In connection with any auto-renewal for SOWs that have a duration of 12-months or longer, Evolution Global may increase the pricing in effect at the end of the applicable SOW Term for the Services by up to the greater of 9% or a percentage equal to the increase for the prior 12-month period (or the prior period of the same duration as the prior SOW Term, if longer) in the CPI – All Urban Consumers (U.S. All Items) or successor series, as published by the U.S. Bureau of Labor Statistics. Unless explicitly provided otherwise on the applicable SOW: (i) credits do not renew and promotional or one-time pricing for any Services under the SOW will not be extended to any renewal; and (ii) any renewal for SOWs that have a duration of less than 12-months, or where Customer seeks a reduction in the subscription quantity and/or the SOW Term will result in re-pricing at renewal and will not be subject to the limits herein.

8.3. Non-Renewal Action

If Customer does not want to auto-renew, Customer must submit a request to their Evolution Global Connect Team at least 15 days before the expiration of the then current SOW Term or make the desired changes within the Services. If Customer does not want to continue to use Evolution Global Services, Customer can prevent incurring further expenses by submitting a Support request for disablement of Customer’s account including the desired disablement date. If Customer continues to use the Services following expiration of the then current SOW Term (other than as permitted under Section 14.6) without a new SOW in place, such Services will continue to be available pursuant to Evolution Global’s standard terms and pricing will be calculated and invoiced in accordance with the pricing on the Pricing Page. No such continued use permitted beyond expiration of an SOW shall be construed to extend the SOW Term nor preclude Evolution Global from suspending or terminating Customer’s access to the Services at any time following expiration of the SOW.  Evolution Global reserves the right to provide notice of non-renewal 60 days before the end of any SOW Term.

9. Confidentiality
9.1. Confidential Information

In connection with the Agreement, both parties may disclose to each other, or learn or have access to, certain confidential proprietary information about such disclosing party or its affiliates, business partners or clients that is not readily available to the general public (“Confidential Information”).  Confidential Information includes, but is not limited to, any data or information, oral or written, that relates to the disclosing party or any of the disclosing party's business, marketing and financial data; technology; professional facts; information regarding any products, concepts, developments, tools, websites, software, applications and databases used by the disclosing party; vendor and supplier information; pricing and rates; passwords and account information; marketing methods, strategies, and plans; professional or personal contacts; client and potential client lists, files and information; information regarding purchase history, inventory and sales figures; any and all proprietary processes, skills and knowledge; collaboration and referral information; company, officer, director, employee and contractor information and data; trade secrets; expertise, know-how, processes; ideas; photos, images, designs, charts, calculations, presentations, blue prints; and any and all other technical, business, financial and development plans, forecasts, strategies and information related to the disclosing party or any of its past, current or future clients, employees and/or contractors.  Confidential Information also includes the terms of this Agreement and the applicable Statement of Work.  Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) is independently developed by the receiving party without use of any Confidential Information; or (vi) is approved for release or disclosure by the disclosing party in writing without restriction.

9.2. Restrictions on Use and Disclosure

The Recipient shall use at least the same degree of care that it uses to protect its own similar confidential information (but not less than reasonable care) to: (a) use the Discloser’s Confidential Information only as permitted under this Agreement, unless Discloser has provided prior written consent for other uses, and (b) only disclose the Discloser’s Confidential Information to Recipient’s, or its Affiliates’, employees, partners, contractors (including legal counsel and accountants), and service providers (“Representatives”) who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in this Agreement and (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under this Agreement. Recipient shall be responsible for any breach of these obligations by its Representatives to the same extent it is responsible for its own breaches.  To the limited extent any use or disclosure is required by Applicable Law or a valid and binding order of a governmental body (such as a subpoena or court order), the Recipient may disclose only that portion of the Discloser’s Confidential Information that it is required to disclose upon the advice of its counsel, provided that, to the extent permitted under Applicable Law, the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information.  In the event of any breach or threatened breach by the Recipient of its obligations under this Section 9.2, the Discloser will be entitled to seek injunctive and other equitable relief in any court of competent jurisdiction to enforce such obligations.  

9.3. Not withstanding Section 9.1 above, Provider may disclose Customer’s name and any business, marketing and financial data for marketing purposes.  In addition, the receiving party may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that receiving party gives reasonable prior notice to the disclosing party to contest such order or requirement.  Upon the termination or expiration of this Agreement, the receiving party shall return to the disclosing party, or certify the destruction of, all Confidential Information.
10. Customer Responsibilities and Restrictions
10.1. Customer Responsibilities

Customer will be solely responsible for: (a) Customer’s Environment, including as necessary to enable Authorized Users’ access and use of the Services; (b) Account Data, Customer Data and Customer Credentials (including activities conducted with Customer Credentials), subject to Evolution Global’s obligations under this Agreement; (c) providing any required notices to, and receiving any required consents and authorizations from, Customer Component providers, Authorized Users and persons whose Personal Data may be included in Account Data, Customer Data or Customer Credentials; and (d) ensuring use of the Services is only for Customer’s Environment and in accordance with the AUP, Documentation and applicable Customer Component Terms.

10.2. Customer Systems and Cooperation

Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with such access to Customer’s premises and Customer Systems as is necessary for Provider to perform the Services in accordance with the Availability Requirement; and (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with this Agreement.

10.3. Effect of Customer Failure or Delay

Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”).‌  

10.4. Corrective Action and Notice

If Customer becomes aware of any actual or threatened activity prohibited by Section 10.6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Provider of any such actual or threatened activity.

10.5. Non-Solicitation; Non-Circumvention

Unless otherwise agreed in writing, during the term of the Agreement and for a period of eighteen (18) months following the termination of the Agreement, Customer agrees not to (a) solicit, cause, induce, or encourage, or attempt to solicit, cause or induce or encourage, any employee or contractor of Provider to leave his or her employment or engagement with Provider; (b) solicit, cause, induce, or encourage, or attempt to solicit, cause or induce or encourage, any employee of Provider to abandon, withdraw, or lessen its relationship with Provider; or (c) solicit, cause, induce, or encourage, or attempt to solicit, cause or induce or encourage, any Person (including, without limitation, any of Provider’s vendors, suppliers, contractors, etc.) or other customer of Provider to abandon, withdraw, or lessen its relationship with Provider.

10.6. Customer Use Restrictions

No provision of this Agreement includes the right to, and Customer shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the foregoing, Customer shall not, except as this Agreement expressly permits:

(a) enable any person or entity other than Authorized Users to access and use the Services;  

(b) attempt to gain unauthorized access to any Service or its related systems or networks;  

(c) use any Service to access Evolution Global Intellectual Property Rights except as permitted under this Agreement;  

(d) modify, copy or create any derivative work based upon a Service or any portion, feature or function of a Service;  

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or
Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, other technology or service, including as part of a managed services offering;  

(f) reverse engineer, disassemble, decompile all or any portion of, decode, adapt, or attempt to access, discover or recreate the source code of the Services or Provider Materials, in whole or in part;  

(g) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;  

(h) input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;  

(i) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Provider Systems, or Provider’s provision of services to any third party, in whole or in part;  

(j) access or use the Services or Documentation for the purpose of competing (or enabling others to compete) with Evolution Global, including copying ideas, features, functions or graphics, developing competing products or services, or performing competitive analyses;  

(k) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof;  

(l) access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;

(m) use the Services to send or store Malicious Code;  

(n) use software or bots to pull information from our system;  

(o) use or permit others to use the Services in violation of any laws; or  

(p) use or permit others to use the Services other than for Customer’s operations and as described in the applicable SOW, Documentation and this Agreement.

10.7. Evolution Global Remedies

In the event Evolution Global reasonably believes a violation of Section 8.2 has occurred, in addition to any other remedies available at law or in equity (including termination pursuant to Section 11.2), Evolution Global will have the right to investigate the suspected violation and suspend any individually identified Authorized User(s) who are suspected of the violation from accessing the Services for so long as is reasonably necessary to address the potential violation. Evolution Global will notify Customer in writing of any such suspension (each, a “Suspension Notice”) and work with Customer in good faith to resolve the potential violation. Such Suspension Notice will be provided in advance, unless Evolution Global reasonably believes the suspected violation creates an urgent or emergency situation where a failure to take immediate action may put Evolution Global, Customer, or other Evolution Global customers at risk of imminent harm. For clarity, Evolution Global reserves the right, but does not assume any obligation to Customer (except with respect to the Suspension Notice), to take any of the actions described in this Section 8.3.

11. Intellectual Property Rights
11.1. Provider Materials

All right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 10.6. All other rights in and to the Provider Materials are expressly reserved by the Provider. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Provider an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

11.2. Customer Data

As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 11.3.

11.3. License from Customer

Customer hereby grants Provider a royalty-free, limited, non-exclusive right, authorization and license to use the name, logos, trademarks, copyrights and related intellectual property of Customer, its Authorized Users, or its licensors, solely as necessary to fulfill the purposes contemplated in this Agreement. Provider may also use Customer’s name, logos and/or trademarks for limited marketing purposes on its lists of clients.

12. Representations, Warranties, and Disclaimers
12.1. Mutual Warranties. Each party represents and warrants to the other party that:

12.1.1. it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
12.1.2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;  
the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and  
12.1.4. when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.‌

12.2. Evolution Global Warranties

Evolution Global warrants that during the applicable SOW Term: (a) Evolution Global will not materially decrease the overall security of the Services; (b) the Services will perform in accordance with the Documentation in all material respects; and (c) Evolution Global will not materially decrease the overall functionality of the Services.

12.3. Additional Customer Representations, Warranties, and Covenants

Customer represents, warrants and covenants to Provider that: (i) Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party or violate any applicable Law; and (ii) Customer and its Authorized Users will remain in compliance with all applicable laws and regulations with respect to its and their activities related to this Agreement, including but not limited to privacy laws.  Customer and each of its Authorized Users agree to comply with all of Provider’s policies and all laws, rules and regulations relating to the use of Provider Materials and Hardware. Any violation of this section may result in loss of features, up to and including termination of Customer’s account. Customer will indemnify Provider for any costs, fines or damages incurred by Provider due to Customer's or its Authorized User's failure to comply with this section.



12.5. AS-IS


12.6. Condition of Provider Materials

Customer should examine all Provider Material for possible defects (whether digital or otherwise) before proceeding with use thereof. For the avoidance of doubt, Provider shall not be liable for any loss or damage suffered by Customer or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Provider Material or its caption or in any way from its reproduction and/or distribution.

13. Compliance with Applicable Laws

Each Party agrees to comply with all Applicable Laws with respect to its performance of its obligations and exercise of its rights under this Agreement. Without limiting the foregoing:

13.1. Anti-Bribery and Anti-Corruption

Each Party shall comply with Applicable Laws concerning anti-bribery and anti-corruption, which may include the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. As of the Effective Date and the date of each SOW, each Party represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee, agent or representative of the other Party or its Affiliates in connection with this Agreement. Each Party agrees to promptly notify the other Party if it learns of any violation of the foregoing. This representation is not intended to include customary and reasonable gifts and entertainment provided in the ordinary course of business, to the extent such gifts and entertainment are permitted by Applicable Law.

13.2. Export Controls and Economic Sanctions

13.2.1. Export
Each Party shall comply with the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, the sanctions regulations administered by the Office of Foreign Assets Control, and any other applicable export laws, restrictions, and regulations (collectively, “Export Controls”) to ensure that no software, Services or technology or technical data related thereto in its custody or control are (a) exported, re-exported, or transferred in-country directly or indirectly in violation of Export Controls or (b) used by any person and/or for any purposes prohibited by Export Controls. Customer agrees not to include any technology or technical data (with the exception of technology designated EAR99 on the Commerce Control List of the Export Administration Regulations) subject to Export Control restrictions in the Customer Data. Compliance with this Section 13.2.1(1) may require a Party to obtain one or more export licenses or other required approvals depending on factors such as the destination, end-users, and end-uses.
13.2.2. Sanctions

Neither Party will, directly or indirectly, deliver Evolution Global software, Services, technology, or technical data related thereto to (i) an individual, entity, country, or region identified on the Consolidated Screening List, available at, (ii) an individual or entity in Russia or Belarus ((i) and (ii) collectively, “Sanctions Target”), or (iii) to any party that is 50% owned by one or more Sanctions Target. Each Party represents that (a) it is not a Sanctions Target; and (b) it is not otherwise prohibited (based on 50% ownership, location for operations or use or other legally relevant factors) from providing or receiving Services, as applicable, without a license or other approval under Export Controls.

14. Term and Termination
14.1. Term

The term of this Agreement will continue for 90 days past the expiration or earlier termination of the last SOW to be in effect.

14.2. Termination for Cause  

Evolution Global may terminate any SOW upon written notice to Customer if Customer fails to pay any amount due under the SOW that is not disputed in good faith in accordance with Section 7.2, and such failure continues more than 15 days after Evolution Global’s delivery of written notice. Either Party may terminate all SOWs and this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach. In addition, either Party may terminate all SOWs and this Agreement, effective on written notice to the other Party, in the event that the other Party (i) becomes insolvent, enters into bankruptcy or any similar financial reorganization or legally binds itself to any such reorganization or (ii) makes any assignment of its rights or assets for the benefit of its creditors.  

14.3. Effect of Termination

Upon expiration or earlier termination of an SOW: (a) subject to Section 14.5, all rights granted to Customer with respect to Services under such SOW will terminate effective as of the effective date of termination; (b) subject to Section 14.6 Evolution Global will have no obligation to provide the applicable Services to Customer or Authorized Users after the effective date of the termination; (c) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; (d)   Customer shall immediately cease all use of any Services or Provider Materials; (e)  Provider shall disable all Customer and Authorized User access to the Provider Materials; (f)  if Provider terminates this Agreement pursuant to Section 2.7 or Section 14.2, subject to Section 7.2 (Payment Disputes) all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Customer shall pay such Fees, together with all previously-accrued but not yet paid Fees and Reimbursable Expenses, on receipt of Provider’s final invoice; and (g)  if Customer requests in writing at least ten (10) days prior to the effective date of termination,  Provider shall, within thirty (30) days following such termination, deliver to Customer the then most recent version of Customer Data maintained by Provider, provided that Customer has at that time paid all Fees and Reimbursable Expenses then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees for Provider’s services in transferring such Customer Data.  Provider shall have no duty to maintain data after 30 days without a valid Agreement to do so in place.

14.4. Suspension

Provider may suspend Customer’s access to the Provider Materials immediately without notice if Provider, in its sole discretion, believes: (i) such suspension is required by law; (2) Customer has breached this Agreement and has not remedied such breach within fifteen (15) days of receiving notice of the alleged breach from Provider; or (3) there is a security of privacy risk to Customer.  Any suspension of the Customer’s access to the Provider Materials will not limit or waiver Provider’s rights to terminate this Agreement of Customer’s access to the Provider Materials.

14.5. Payments at Termination

If an SOW is terminated early by Customer pursuant to Section 14.1 or by Evolution Global pursuant to Section 14.2 (a) Customer shall not be obligated to pay any amounts specified in the SOW for Services not yet provided and (b) Evolution Global will refund to Customer a pro rata share of any unused amounts prepaid by Customer under the applicable SOW for the Services (a “Pro-Rated Refund”). In all other cases, and regardless of whether Customer uses the Services at the levels reflected in the SOWs or otherwise, Customer will not be entitled to a refund of Fees paid and any committed Fees for the full term of the SOW(s) and any Fees accrued beyond any committed Fees based on Customer’s use of the Services prior to termination will become immediately due and payable.

14.6. Post-Termination Access

Provided Customer has paid all amounts due under this Agreement, and subject to any applicable shorter Service Plan retention periods, for up to 30 days from the effective date of termination of this Agreement or an applicable SOW, an Authorized User designated by Customer will be permitted to continue to access and download Customer Data that was accessible to Authorized Users through the Services immediately prior to termination. The designated Authorized User’s access and use will continue to be subject to the terms of this Agreement, provided the Authorized User shall not access or use the Services other than to download Customer Data. Any post-termination use of the Services except as authorized in this Section 14.6 shall be subject to the pricing on the Pricing Page. Customer Data post termination will be deleted in the ordinary course, but in no event will be retained beyond the applicable Service Plan retention period. Customer may request earlier deletion of Customer Data by submitting an organization deletion request to

14.7. Survival

The provisions set forth in the following Sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 1 (Definitions), 2.8 (Data), 7 (Pricing and Fees), 9 (Confidentiality), 10 (Customer Restrictions), 14 (Term and Termination), 15 (Indemnification), 16 (Limitations of Liability), 18 (Notices), and 23 (Governing Law; Venue).

15. Indemnification
15.1. Evolution Global Indemnity

Subject to Sections 15.2 and 15.4, Evolution Global agrees to defend Customer, its Affiliates, and their respective employees, officers and directors (collectively, “Customer Indemnitees”), against any claim, demand, suit, or proceeding (“Action”) made or brought against Customer Indemnitees by a third party alleging use of the Services as permitted under this Agreement infringes such third party’s Intellectual Property Rights (each, a “Customer Claim”) and Evolution Global will indemnify Customer Indemnitees from any damages, costs, and expenses (collectively, “Losses”) finally awarded against Customer Indemnitees as a result of, or for amounts paid by Customer Indemnitees under a settlement approved by Evolution Global in writing for, a Customer Claim.

15.2. Infringement Remedies

If the Services become, or in Evolution Global’s opinion are likely to become, the subject of a Customer Claim, Evolution Global may in its discretion and at its own expense: (a) obtain for Customer the right to continue using the Services; (b) modify the Services so that they no longer infringe or misappropriate, with no material decrease in functionality; or, if neither (a) or (b) are commercially reasonable, (c) terminate the SOW solely with respect to the specific Services affected and issue a Pro-Rated Refund for amounts connected to the affected Services. Evolution Global will have no obligation to defend or indemnify Customer Indemnitees for any Customer Claim to the extent an Action arises from any of the following (collectively, “Customer-Controlled Matters”): (i) Customer’s Environment; (ii) Account Data, Customer Data or Customer Credentials (including activities conducted with Customer Credentials), subject to Evolution Global’s Processing obligations under this Agreement; or (iii) use of the Services by Customer or an Authorized User in a manner that breaches an SOW, Service Plan or this Agreement. EVOLUTION GLOBAL’S OBLIGATIONS IN SECTIONS 15.1 AND 15.2 STATE CUSTOMER’S EXCLUSIVE REMEDIES AND EVOLUTION GLOBAL’S ENTIRE LIABILITY FOR ANY CLAIM OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION.

15.3. Customer Indemnity

Customer shall indemnify, defend, and hold harmless Provider and its Subcontractors and Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) that arise out of or result from, or are alleged to arise out of or result from, or relating to Customer-Controlled Matters, and Customer will indemnify Evolution Global Indemnitees from any Losses finally awarded against Evolution Global Indemnitees as a result of, or for amounts paid by Evolution Global Indemnitees under a settlement approved by Customer in writing, for any Action against the Evolution Global Indemnitees arising out of or relating to Customer-Controlled Matters, or alleged to arise out of or result from:

15.3.1. Customer Data, including any Processing of Customer Data by or on behalf of Provider in accordance with this Agreement;
15.3.2. any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any Authorized User, including Provider’s compliance with any specifications or directions provided by or on behalf of Customer or any Authorized User to the extent prepared without any contribution by Provider;
allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
15.3.4. negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with this Agreement.‌

15.4. Indemnification Procedures

A Customer Indemnitee or Evolution Global Indemnitee (each, an “Indemnitee”) seeking indemnification shall promptly notify the other Party (each, an “Indemnifying Party”), in writing of any Action for which it seeks indemnification pursuant to Section 15 (as applicable) and reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense. The Indemnifying Party shall promptly take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnifying Party’s expense. An Indemnitee may participate in and observe the proceedings on a monitoring, non-controlling basis at its own expense with counsel of its own choice. A Party’s failure to perform any obligations under this Section 15.4 will not relieve the Indemnifying Party of its obligations under Section 15.1 or 15.3 (as applicable) except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnifying Party shall not settle an Action without the Indemnitee’s written consent if such settlement shall require action or payment by the Indemnitee.

16. Limitations of Liabilities





Nothing in this Agreement shall limit either party’s liability for any liability which cannot be excluded or limited by law.


The parties agree and acknowledge that this Agreement, including all related Schedules and Exhibits, states the parties’ entire liability of whatever type or nature to each other.


A party’s liability under this Agreement will be proportionately reduced to the extent the other party, its officers, employees, agents and contractors contribute to any loss, damage, expenses, liabilities and costs (including legal costs).

16.6. Exceptions

The exclusions and limitations in 16.1 shall not apply to: (i) a Party’s gross negligence, willful misconduct, or fraud in relation to this Agreement; (ii) a Party’s indemnification obligations under Section 15; (iii) Customer’s breach of Section 10.6; or (iv) Customer’s payment obligations to Evolution Global under this Agreement.

17. Publicity

Neither Party shall, except as otherwise required by Applicable Law or stock exchange requirements, issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other Party’s marks or logos without the prior written consent of the other Party.   With prior written consent, Evolution Global may include Customer’s name and logo in its lists of Evolution Global customers, its public website and other promotional material, in each case in accordance with any Customer brand guidelines to the extent available to Evolution Global. Evolution Global agrees to cease such uses of Customer’s name and logo within 30 days following Customer’s request submitted at

18. Notices
18.1. Indemnity Notices

Notices for indemnification and notices under Section 18 (“Legal Notices”), shall be sent to (a) Evolution Global, Attn: Legal, at the address for its Tyler, Texas, USA headquarters (provided at, with a copy to or (b) Customer at the physical and email addresses identified in its SOW(s). All Legal Notices required or permitted to be given under this Section 18.1, shall be in writing and shall be deemed to be sufficiently given (i) one business day after being sent by overnight courier to the Party’s physical address; or (ii) three business days after being sent by registered mail, return receipt requested, to the Party’s physical address.

18.2. Other communications

All notices required or permitted to be given under this Section 18.2 shall be in writing and shall be deemed to be sufficiently given two business days after being sent, unless sender has knowledge that such notice was not received.

18.2.1. To Evolution Global. For all other notices or communications to Evolution Global, Customer may contact, as appropriate, (i) (in connection with Section 7), (ii) (in connection with Section 7), (iii) any other e-mail address specifically identified in an applicable Section of the Agreement, or (iv) Customer’s Evolution Global Connect Team via email (in connection with all other communications, including Sections 4 and 7).  

18.2.2. To Customer. For all other notices or communications to Customer, Evolution Global will contact (i) a Customer Administrator (including in connection with Section 9.3) via email; (ii) Customer’s billing contact provided in an applicable SOW or in the Account Data (in connection with Section 7.4) via email; or (iii) for notices not specific to Customer, through the Services.

19. Free and Beta Services

The following applies to any use of (i) Services that Evolution Global makes available to Customer without charging a fee (“Free Services”) and (ii) services or functionality that Evolution Global makes available to Customer and that is not generally made available to Evolution Global customers and/or is designated as beta, pilot, preview, or similar designation (“Beta Services”).  Unless otherwise set forth in an SOW : (a) Free Services and Beta Services offered at no charge will be subject to the Fees on the Pricing Page upon expiration of any free period term set forth in an applicable SOW or if there is no term in an SOW, upon 15 days’ notice by Evolution Global;  (b) free trials for new Customers have a 14-day term and Evolution Global’s right to use customer name and logo under Section 11.3 will not be in effect during the free trial period; (c) Evolution Global reserves the right to discontinue or modify the provision of any Beta Services at any time with or without notice; (d) Section 3.1 (Availability), Section 4 (Support), and Section 12.2 (Evolution Global Warranties) do not apply to Free Services and Beta Services, (e) the Security Measures do not encompass the Beta Services, except to the extent they apply to the underlying Services; and (f) the Evolution Global indemnity for Losses under Section 15 is subject to a cumulative and aggregate cap of $10,000.

20. Third Party Access Terms

To the extent that any service provider or Evolution Global-authorized partner (each a “Service Provider”) accesses or uses the Services in connection with its provision of services to Customer, each Service Provider user shall be deemed an Authorized User and Evolution Global shall have the right to enforce the following sections of this Agreement with respect to the Service Provider’s activities: 2 (Access and Use), 6 (Security and Privacy), 9 (Confidentiality), 10 (Customer Responsibilities and Restrictions), 13 (Compliance with Applicable Laws), and 15 (Indemnification). As between Evolution Global and Service Provider, references to Customer in those Sections shall be deemed references to Service Provider, except with respect to the defined terms of Customer Environment and Customer Data. For the avoidance of doubt, Service Provider is not a beneficiary of this Agreement.

21. Assignment

Either Party may assign this Agreement and all SOWs to an Affiliate or in connection with any merger, consolidation or reorganization, or a sale of all or substantially all of such Party’s business or assets relating to this Agreement to an unaffiliated third party, so long as notice is provided within 60 days of such assignment and the assignee agrees in writing to accept all obligations and responsibilities under this Agreement, including, in the case of Customer, all outstanding Fees. Subject to the foregoing, neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent. Any purported assignment in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

22. Force Majeure

Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments for Services received), when and to the extent such failure or delay is caused by events outside of the reasonable control of the affected Party, including acts of God; pandemics; flood, fire or explosion; war, invasion, riot or other civil unrest; terrorist or criminal acts; cyberattacks; internet disruptions; embargoes or blockades in effect on or after the date of this Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”), provided that, in each case, the affected Party will provide prompt notice to the other Party, stating the period of time the occurrence is expected to continue, and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

23. Governing Law; Venue

Except to the extent the issue arising under this Agreement is governed by United States federal law, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the choice of law rules of that state. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in New York, New York, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods are specifically excluded from application to this Agreement.

24. Miscellaneous
24.1. Entire Agreement

This Agreement, together with all SOWs, the AUP and, as and if applicable, the Supplemental Terms, is the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, questionnaires and other communications and agreements between the Parties (oral or written) relating to the subject matter of this Agreement. Any terms and conditions of any other instrument issued by Customer in connection with this Agreement which are in addition to, inconsistent with or different from the terms and conditions of this Agreement shall be of no force or effect. Additionally, this Agreement supersedes: any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the Parties with respect to Customer’s or an Affiliate’s evaluation of the Services or otherwise with respect to the Services.

24.2. Status

Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. Neither party may bind the other in contracts with third parties or make promises or representations on behalf of the other party. Employees and agents of one party are not for any purpose employees or agents of the other.

24.3. U.S. Government Customers

The Services and Documentation are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services and Documentation. If Customer or any Authorized User is using Services and Documentation on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer and Customer’s Authorized Users must immediately discontinue use of the Services and Documentation. The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

24.4. Independent Parties; No Third-Party Beneficiaries

The Parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one Party as an employee, agent, joint venture partner or servant of another. 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.

24.5. Amendment

Except as otherwise provided in Section 24.9, this Agreement may be modified only by a written instrument duly executed by authorized representatives of the Parties.

24.6. No Waiver

The failure of a Party to exercise or enforce any condition, term or provision of this Agreement will not operate as a waiver of such condition, term or provision. Any waiver by either Party of any condition, term or provision of this Agreement shall not be construed as a waiver of any other condition, term or provision.

24.7. Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

24.8. Headings

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. For purposes of this Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole.

24.9. Changes to this Agreement

Evolution Global may modify this Agreement at any time by posting a revised version at, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an SOW specifies a fixed term of more than 12 months, the modifications will instead be effective immediately upon the start of the next Renewal SOW Term. In either case, if Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose not to renew in accordance with Section 8.3. For the avoidance of doubt, any SOW is subject to the version of the Agreement in effect at the time of the SOW.