STANDARD TERMS AND CONDITIONS

Deprecated Nov 20, 2020. See latest Terms & Conditions.

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

1. Evaluation Plan Overview

1. 1. This Agreement governs Customer’s access to Evernym’s Evaluation Plan (“Evaluation Plan”). The purpose of the Evaluation Plan is to provide support to and a community for companies, institutions, and projects that are working to explore and develop Self-Sovereign Identity (“SSI”) technologies and solutions.
   2. Evaluation Plan customers (“Evaluation Plan Customers”) receive non-commercial evaluation licenses to certain Evernym products including Verity and a variety of other benefits as set forth at evernym.com/plans/, which may be changed from time to time at Evernym’s discretion (the “Evaluation Plan Benefits”). Those benefits are intended to help support Customer by providing access support and resources from Evernym.
   3. In addition, the Evaluation Plan is intended to encourage cooperation and collaboration between and among Evernym and Evaluation Plan Customers through knowledge sharing and the opportunity to participate in joint projects. Evaluation Plan participation thus provides opportunities to interact and work directly with the leading organizations and individuals in the SSI community.

2. Evaluation Plan Participation

1. Customer Representatives. Customer will receive access to Evaluation Plan Benefits for up to 10 Customer representatives.  Customer may designate any employee of Customer or of a Customer affiliate covered under Section 2.b as a representative.  At Evernym’s sole discretion, non-employee contractors of Customer or covered affiliates may also be permitted to participate, but this will be on a case-by-case basis.
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 Evaluation Plan through Customer.  Customer shall be fully responsible and liable for the Covered Affiliate’s (and its representatives’) participation in the Evaluation Plan.
3. Evaluation Plan Participation Period. The initial participation period (the “Initial Period”) is for the Initial Period stated on the Order form, or if no period is specified, then 12 months, beginning on the Start Date.  After the Initial Period, Customer’s participation in the Evaluation Plan will renew  for successive renewal periods of the same length as the Initial Period (each a “Renewal Period”) beginning on the anniversary of the Start Date (the “Renewal Date”) unless either party notifies the other prior to the end of the then-current participation period that it does not intend to renew the Agreement.
4. Evaluation Plan Fees

i. Fee Amount; Evernym Right to Change Fee for Renewal Periods. The fee(s) for participation in the Evaluation Plan (“Fees”) for the Initial Period are set forth on the Order Form.  Except for those marked as “One-Time,” or otherwise indicated as not recurring, the Fees will also apply to each Renewal Period, provided that Evernym may change the Fees for a Renewal Period by providing notice to Customer of the new amount applicable to the Renewal Period no less than 30 days prior to the Renewal Date.

ii. Payment of Fees. Evernym will invoice Customer for the Fees for the Initial Period upon execution of the Agreement and for each Renewal Period approximately 30 days prior to the Renewal Date.  Unless the Order Form provides otherwise, the entire Fees payment is due on (i) the Start Date for the Initial Period or the Renewal Date for Renewal Periods, as applicable, or (ii) 30 days after the Customer’s receipt of the invoice, whichever is later.  Payment shall be made by wire transfer, in U.S. dollars.

iii. Taxes. The amounts payable under this Agreement are exclusive of any sales, use, value added or other similar Taxes, however designated (“Sales Taxes”), which may be levied or imposed on the provision of the Evaluation Plan Benefits under this Agreement.  To the extent Evernym is required to collect any Sales Taxes on the Fees or any other payments made to Evernym pursuant to this Agreement, Sales Taxes shall be added to the amounts otherwise due to Evernym and shall be separately stated on any invoices issued to Customer.  If Customer is not domiciled in the United States, payments due hereunder by Customer shall be made without deduction or withholding for any and all present or future taxes, levies, imposes, duties, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto, except as required by applicable law.

e. Customer Obligations. In participating in the Evaluation Plan, Customer, its Covered Affiliates, and their respective representatives:

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

• • • violates the Intellectual Property rights of any person or entity;
    • is libellous, 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 Evaluation 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. Evaluation Plan Benefits

1. Evaluation Plan Benefits. Evernym will provide the Evaluation Plan Benefits to Customer as detailed at evernym.com/plans.  Evernym reserves the right to change the Evaluation Plan Benefits from time to time; provided, however, that any changes to the program that adversely affect the scope of the Evaluation Plan Benefits will not take effect with respect to Customer until the beginning of the next Renewal Term.  The Order Form may specify additional or varying Evaluation Plan Benefits, together with any associated Fees.
2. Non-Commercial Use License for VERITY. The Evaluation Plan Benefits include the right to use Verity for non-commercial and evaluation purposes.  Customer’s use of Verity as an Evaluation Plan Benefit is subject to Verity Non-Commercial Use License set forth in Attachment 1 (the “VERITY License”).  By signing this Agreement, Customer accepts and agrees to be bound by the terms of the license, including the prohibition on the use of Verity in or for the creation of any commercial application or commercial purpose.
3. Participation in Collaborative Projects. As provided in Section 6, as an Evaluation Plan participant, Customer has the opportunity to join Evernym, other Evaluation Plan Customers, and/or, with Evernym’s approval, non-member participants in collaborative projects involving the evaluation, exploration, design, and/or development of particular SSI technologies, components or use cases (“Projects”).

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 an Evaluation Plan Customer unless terminated earlier pursuant to this Section 4.
2. Termination by Either Party for Breach. Either party may terminate this Agreement upon notice to the other party if the other party has breached the agreement and failed to cure such breach within 30 days of being notified of the breach by the other party.  Evernym may suspend Customer’s use of some or all Evaluation Plan Benefits as of the date that either party provides the other initial notice of breach; provided that if Customer is the recipient of such notice and cures the breach to Evernym’s reasonable satisfaction, Evernym shall promptly resume providing the suspended benefits.
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”), (1) this Agreement shall terminate on the effective date of such Commercial Agreement, and (2) a prorated amount of the Fees paid by Customer under this Agreement for the then-current Initial Period or Renewal Period shall be applied as a credit towards fees due under the Commercial Agreement, exclusive of any One-Time or other non-recurring Fees.

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, Customer’s, or another Evaluation Plan 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 Evaluation Plan, excluding information exchanged pursuant to a Project Agreement.
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 or Evaluation Plan Customers.  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. Collaborative Projects. 

1. Project Participation. The participants in a Project (“Project Participants”) can include any subset of Evaluation Plan Customers.  Non-Early Evaluation Plan Customers may only be Project Participants upon written approval from Evernym.  At Evernym’s sole option and discretion, Evernym may require a non-Early Evaluation Plan Customer to enter into an agreement with Evernym governing its participation and/or impose other requirements as a precondition to its participation in a Project.  Evernym will be a Project Participant in each Project, although in some cases it may play only a limited observer role and it may opt to waive its participation on a case-by-case basis.  The appropriate scope of Evernym’s role will be discussed and agreed to by Evernym and the other Project Participants.
2. Project Agreements. Prior to the commencement of any Project, the Project Participants shall execute a project participation agreement governing the Project (a “Project Agreement”).  Each Project Agreement shall:

i. identify, and provide the licensing terms and conditions for, any pre-existing Intellectual Property provided by each Project Participant for use in connection with the Project (“Project Contributed IP”);
ii. identify, and shall detail what ownership and/or rights the Project Participants will have in and to any Intellectual Property that is developed or created as part of the Project (“Project Developed IP”);
iii. detail what rights, if any, non-Project Participant Evaluation Plan Customers will have to the Project Developed IP;
iv. address the roles and responsibilities of each Project Participant; and
v. include any other business and legal terms to the extent desired by the Project Participants, which may vary from the terms of this Agreement, but only as applied to the Project and the Project Participants.

c. Other Collaborative Initiatives. For the avoidance of doubt, nothing in this Section 6 restricts Evernym or Customer from collaborative initiatives with other Evaluation Plan Customers or third parties outside of the Project framework set forth in this Section 6.

7. 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. Evaluation Plan Shared IP. Evernym and Customer each agree that, as between and among Evernym, Customer and all other Evaluation Plan Customers, each party that contributes or shares any Intellectual Property through the provision or use of the Evaluation Plan Benefits or through its offering of or participation in the Evaluation Plan shall retain all ownership and rights in and to such IP (“Evaluation Plan Shared IP”) and no other party shall acquire pursuant to this Agreement any ownership therein.  This Section 7.b does not apply to, and the term Evaluation Plan Shared IP does not include, Project Contributed IP or any other Intellectual Property covered by a Project Agreement.
3. Treatment of IP in Projects. Unless the Project Agreement expressly provides otherwise, any Project Participant that contributes Project Contributed IP shall maintain its ownership or other proprietary interest in such Project Contributed IP and no Project Participant or any third party shall receive any license to, or any other rights in or to such Project Contributed IP.  Similarly, nothing in this Agreement shall be deemed to grant any license or ownership rights in any Project Developed IP to any Project Participant, Evernym, any Evaluation Plan Participant, or any third party, and any such rights shall be only as set forth in the applicable Project Agreement.
4. 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.

8. Disclaimer of Warranties

EVERNYM MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ACCELERATOR PROGRAM 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 ECOSYSTEM ACCELERATORS BENEFITS SHALL BE ACCEPTED BY MEMBER “AS IS” AND THAT MEMBER BEARS ALL RISK OF THEIR USE.

9. Limitation of Liability

In no event shall the liability of either party hereunder exceed the aggregate Fees paid by Customer.  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 Evaluation Plan or under this Agreement.

10. 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 Evaluation 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 Evaluation Plan Customers published by Evernym from time to time and may use Customer’s logo in connection with the foregoing, subject to Evernym’s compliance with all directions of Customer regarding such logo; and (ii) Customer may identify itself as a member of the Evaluation 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.

11. 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 11.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 11.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 evaluation, 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 Evaluation 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.