STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions constitute part of the Agreement between Customer and Evernym.

1. Sandbox Plan Overview

    1. This Agreement governs Customer’s access to Evernym’s Sandbox Plan (“Sandbox Plan”). The Sandbox Plan is aimed at companies, institutions, and projects that are working to explore and develop Self-Sovereign Identity (“SSI”) technologies and solutions. The plan is designed to allow the evaluation and investigation of Evernym products as a precursor to possibly entering into a commercial (paid) agreement with Evernym.
    2. Sandbox Plan customers (“Sandbox Plan Customers”) receive non-commercial evaluation licenses to certain Evernym products including Verity and a variety of other benefits as set forth at www.evernym.com/plans/, which may be changed from time to time at Evernym’s sole discretion (the “Sandbox Plan Benefits”).

 

2. Sandbox Plan Participation

  1. Customer Representatives. Customer will receive access to Sandbox Plan Benefits for up to three (3) Customer representatives.  Customer may designate any employee of Customer or of a Customer affiliate covered under Section 2.b as a representative.  
  2. Coverage of Affiliates. Upon Customer’s written notice to Evernym identifying the affiliate, an affiliate of Customer that is controlled by, controls, or is under common control with Customer (a “Covered Affiliate”) may participate in the Sandbox Plan through Customer.  Customer shall be fully responsible and liable for the Covered Affiliate’s (and its representatives’) participation in the Sandbox Plan.
  3. Sandbox Plan Participation Period. The initial participation period (the “Initial Period”) is for 6 months, beginning at the time of acceptance of these terms (the “Start Date”).  After the Initial Period, the Customer’s participation in the Sandbox Plan will terminate unless otherwise agreed upon with Evernym in writing. Renewal periods will be for the same length as the Initial Period (each a “Renewal Period”) beginning on the anniversary of the Start Date (the “Renewal Date”).
  4. Customer Obligations. In participating in the Sandbox Plan, Customer, its Covered Affiliates, and their respective representatives:

i. Shall not use the Sandbox Plan Benefits for any commercial purpose.
ii. Shall use commercially reasonable efforts to prevent unauthorized access to or use of Sandbox Plan access credentials and notify Evernym promptly of any such unauthorized access or use.
iii. Shall comply with all applicable laws.
iv. Shall not state or imply to third parties any partnership or other business relationship with Evernym or another Sandbox Plan Customer beyond that of being an Sandbox Plan Customer (absent a separate basis for such statement beyond participation in the Sandbox Plan).
v. Shall not direct unsolicited sales activity or commercial messaging at other Evernym Customers based on information gained through the Sandbox Plan
vi. Shall not attempt to gain unauthorized access to the Evernym systems or networks.
ix. Shall not store, transmit, submit or link to any data or material through the Sandbox Plan that:

      • violates the Intellectual Property rights of any person or entity;
      • is libelous, tortious, or otherwise unlawful;
      • violates privacy rights;
      • provides non-public information about any person or entity without authorization;
      • is vulgar, offensive, inappropriate, harassing, abusive, lewd, pornographic, obscene or otherwise objectionable; or
      • contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage, impair, interfere with, or limit the functionality of any software or hardware, including without limitation Verity, any Evernym system or any Sandbox Plan Customer systems or networks.

f. Transaction Author Agreement. Customer acknowledges that in order to write transactions to any of the Sovrin Networks, Customer must agree to the then-current Transaction Author Agreement (the “TAA“) (current version found at (https://sovrin.org/wp-content/uploads/Transaction-Author-Agreement-V2.pdf). For resources hosted by Evernym for Customer as part of this agreement, Customer authorizes Evernym to configure these systems to accept the then current TAA using the Start Date or the issuance date of the TAA, whichever is later. Customer also authorizes Evernym to update these systems when a new TAA is released using the issuance date of the new TAA. This authorization applies only to the aforementioned resources, and may be rescinded by Customer at any time through written notification to Evernym.

 

3. Sandbox Plan Benefits

  1. Limited Technical Support. Technical support is offered via email but without a service level agreement. Full support including access to Evernym Customer Slack, account management, or 24-7-365 production support is offered via an upgrade to a Commercial Agreement.
  2. Non-Commercial Use License for VERITY. The Sandbox Plan Benefits include the right to use Verity for non-commercial, non-production usage for evaluation purposes only (no live person data is permitted).  Customer’s use of Verity as a Sandbox Plan Benefit is subject to Verity Non-Commercial Use License set forth in Attachment 1 (the “VERITY License”).  By accepting the terms of this Agreement, Customer accepts and agrees to be bound by the terms of the VERITY license.
  3. Additional Sandbox Plan Benefits. Additional Sandbox Plan Benefits to Customer are detailed at www.evernym.com/plans.  Evernym reserves the right to change the Sandbox Plan Benefits from time to time. A separate Order Form may specify additional or varying Sandbox Plan Benefits, together with any associated Fees.

 

4. Term and Termination

  1. Term. This Agreement will begin on the Start Date and will continue in effect for so long as Customer is a Sandbox Plan Customer unless terminated earlier pursuant to this Section 4.
  2. Termination for Convenience. Either party may terminate this Agreement upon notice to the other party for any reason.
  3. Termination Upon Entry into Commercial Agreement. If Customer enters into an agreement with Evernym for the commercial use of Verity during the term of this Agreement (a “Commercial Agreement”), this Agreement shall terminate on the effective date of such Commercial Agreement.

 

5. Treatment of Proprietary Information

  1. Proprietary Information Defined. For the purposes of this Agreement, “Proprietary Information” means all non-publicly available information about Evernym’s or Customer’s business or activities (including, without limitation, business, financial, technical, marketing customer and other information) that is disclosed to or otherwise obtained by Evernym or Customer through the Sandbox Plan.
  2. Restriction on Use. Proprietary Information shall not be used for any purpose other than the purposes of this Agreement or disclosed to anyone other than Evernym. Notwithstanding the foregoing, either party may disclose the Proprietary Information of the other party (i) as required by any court or other governmental authority with proper jurisdiction to compel such disclosure; provided that the party disclosing Proprietary Information must give the other party reasonable advance notice of the same (e.g., so as to afford the party a reasonable opportunity to appear, object and obtain a protective order or other appropriate relief regarding such disclosure), (ii) as otherwise required by law, (iii) to its own legal counsel, and (iv) in connection with the enforcement of this Agreement.
  3. Return of Proprietary Information. Upon the termination of this Agreement for any reason or upon the reasonable request of the disclosing party, all Proprietary Information, together with any copies that may be authorized herein, shall be returned to the disclosing party or, if requested by the disclosing party, certified destroyed by the receiving party.

 

6. Treatment of Intellectual Property

  1. Intellectual Property Defined. For the purposes of this Agreement, “Intellectual Property” (or, sometimes, “IP”) means any intellectual property or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to: (a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators, trade names and fictional business names, together with all translations, adaptations, derivations and combinations and like intellectual property rights, together with all goodwill associated with the foregoing, (b) issued patents and pending patent applications, and any and all divisions, continuations, continuations-in-part, reissues, renewals, provisionals, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like rights, inventions, invention disclosures, discoveries and improvements, whether or not patentable, (c) works of authorship, all copyrightable works (including Software) and all copyrights including all applications, registrations and renewals thereof, and all rights corresponding thereto, (d) trade secrets, business, technical and know-how information, non-public information, and confidential information and rights to limit the use or disclosure thereof by any Person, (e) mask works and (f) moral rights.
  2. Feedback on Verity. If Customer gives Evernym any feedback, suggestions, recommendations, or other input regarding Verity or any other Evernym product, technology, or service (“Feedback”), then Customer, will and hereby does grant to Evernym a worldwide, royalty-free, fully paid-up, non-exclusive, irrevocable, sub-licensable, license (1) to adapt, modify, and create derivative works of the Feedback; and, (2) to make, have made, use, copy, offer to sell, sell, perform, display, distribute, import, and otherwise dispose of the Feedback (and adaptations, modifications, and derivative works of the Feedback) and any product, technology, or service that incorporates, is combined or used with, or marketed for use or combination with, any Feedback.

 

7. Disclaimer of Warranties

EVERNYM MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SANDBOX PLAN BENEFIT INCLUDING WITHOUT LIMITATION ANY SOFTWARE OR DOCUMENTATION PROVIDED OR MADE AVAILABLE TO MEMBER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT the SOFTWARE AND DOCUMENTATION DOES NOT INFRINGE THE PROPRIETARY RIGHTS OF THIRD PARTIES, INCLUDING PATENTS, COPYRIGHTS AND TRADE SECRETS.  MEMBER AGREES THAT ALL SANDBOX BENEFITS SHALL BE ACCEPTED BY MEMBER “AS IS” AND THAT MEMBER BEARS ALL RISK OF THEIR USE.

 

8. Limitation of Liability

There is no liability for the use of Verity or the Sandbox Plan.

Further in no event shall either party be liable for any indirect, incidental, consequential, or special damages, including lost profits, sustained or incurred by the other in connection with or as a result of its participation in the Sandbox Plan or under this Agreement.

 

9. Publicity

  1. Press Releases and Public Announcements. Neither party shall issue a press release or make a public announcement specifically addressing Customer’s participation in the Sandbox Plan without the prior consent of the other party, which shall not be unreasonably withheld.
  2. Use of Names and Marks. Neither party shall use the other party’s name or marks without the prior written consent of the other party, except: (i) Evernym may include Customer in any list of Sandbox Plan Customers in confidential conversations with investors or potential investors.  (ii) Customer may identify itself as a member of the Sandbox Plan and may use the Evernym logo in connection with the foregoing, subject to Customer’s compliance with all directions of Evernym regarding such logo.

 

10. Miscellaneous

  1. Updates to Standard Terms and Conditions. Evernym may update the Standard Terms and Conditions from time to time.  Any changes to the Standard Terms and Conditions shall be deemed to amend this Agreement and be binding on Customer effective upon publication at https://evernym.com/terms.
  2. Entire Agreement; Order of Precedence; Amendments and Waivers. This Agreement constitutes the entire agreement between the parties with respect to the matters contemplated hereby and supersedes all prior and contemporaneous oral or written agreements or understandings of the parties.  In the event of a conflict between the terms of the Order Form (including any Additional Terms set forth therein), these Standard Terms and Conditions, and any Attachment hereto, the Order Form shall control over the Standard Terms and Conditions and any Attachment, and the Standard Terms and Conditions shall control over any Attachment.  Except as set forth in Section 10.a above, or in the Order Form, the Standard Terms and Conditions and Attachments may not be amended, modified or supplemented.
  3. Governing Law. This Agreement shall be deemed to have been entered into and shall be interpreted and governed in all respects by the laws of the State of Utah without regard to its conflict of laws principles.
  4. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.
  5. Severability. If any part of any provision of this Agreement is held invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of such provision or the remainder of the Agreement.
  6. Assignment. Neither this Agreement nor any rights hereunder, in whole or in part, are assignable by Customer without the prior written consent of Evernym, which shall not be unreasonably withheld.  Any purported assignment in violation of this Section 11.f shall be null and void.
  7. Notices. Any notice required or permitted to be given under this Agreement shall be given by email.  For Evernym, notices shall be sent to:

info@evernym.com

and to

legal@evernym.com

For Customer, notices shall be sent to the email address provided in the Customer signature block on the Order Form. Either party may provide updated notice address information to the other by providing notice pursuant to this Section 10.g.

h. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, shall be deemed to constitute one and the same agreement.  Electronic copies of signatures will be treated as binding to the same extent as the originals.

 

 

ATTACHMENT 1

EVERNYM VERITY NON-COMMERCIAL USE LICENSE

This Evernym Verity Non-Commercial Use License (the “License”) is entered into between Evernym and Customer effective as of the Start Date.  Capitalized terms used but not defined herein have the meaning given to them by the Evernym Evaluation Plan Agreement (the “Agreement”) to which this License is attached.

  1. License Grant. Evernym grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable license to use, for Sandbox, non-production, and non-commercial purposes only, the Evernym software program(s) known as Verity (“Verity”) and related product documentation (“Documentation”) during (and only during) the Term of the Agreement and subject to the terms and restrictions set forth in this License. For the avoidance of doubt, to the extent that Customer uses Verity to develop Customer software, Customer may not sell such software or release such software under a commercial or proprietary license unless and until Customer and Evernym enter into a commercial license agreement for Verity. Customer is not permitted to use Verity in any manner not expressly authorized by this License.
  2. License Fee. There is no separate charge for this License; its cost is included in the Sandbox Plan Fee.
  3. Termination of License. The License will terminate automatically upon the termination or expiration of the Agreement for any reason or if Customer fails to comply with any of the limitations or other requirements described herein. At termination, Customer shall cease all use of Verity and destroy or return to Evernym all copies, full or partial, of Verity and Documentation.
  4. Ownership Rights. Evernym, third party component providers, and open source component providers own and retain all right, title and interest in and to Verity and Documentation, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Customer acknowledges that no title or interest in or to Verity or the Documentation or the intellectual property therein is transferred to Customer.
  5. Restrictions. Customer may not copy Verity except to make archival or backup copies, provided that the backup copy must include all copyright or other proprietary notices contained on the original. Customer may not copy the Documentation. Customer may not modify, reverse engineer, decompile, or disassemble Verity.
  6. Third Party Acknowledgements. (A) Aspects of Verity utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are available when accessing Verity on the Evernym website, and Customer’s use of such material is governed by their respective terms. (B) Verity includes certain software provided under various Open Source licenses. Such Open Source software is distributed without any warranty, without even the implied warranty of merchantability or fitness for a particular purpose.
  7. Use of Verity to Write to or Access the Sovrin Network or Other SSI Network. With respect to Customer’s use of Verity to write information to, or otherwise access for read or write purposes the Sovrin Network or any other network, ledger or database used to record SSI-related information (an “SSI Network”), Customer acknowledges and agrees that, unless Customer and Evernym agree otherwise in writing, (a) as between Customer and Evernym, Customer is the Transaction Author for transactions written to the Sovrin Network and is the author and the creator of the transaction whether written to the Sovrin Network or any other SSI Network, (b) in conjunction with Customer’s first transaction written to the Sovrin Network, Verity will facilitate Customer’s acceptance of and agreement to the Sovrin Network Transaction Author Agreement (which such agreement being required by the Sovrin Network as a precondition to writing any transaction) and that Customer’s acceptance of the Transaction Author Agreement will be reflected on the Sovrin Ledger, and (c) as between Customer and Evernym, Customer is the user of the SSI Network and the counter-party to any agreements required by or otherwise entered into concerning use of the SSI Network.