Last Updated: October 6, 2023
Effective Date: October 6, 2023
This Participant Agreement (this “Agreement”) is between the individual registering for the Everlaw Certification Program (the “Program”) and Everlaw, Inc. (“Everlaw”) and governs your participation in the Program.
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “REGISTER,” REGISTERING FOR ANY TEST, PARTICIPATING IN THE PROGRAM, OR OTHERWISE INDICATING YOUR AGREEMENT, YOU HEREBY ATTEST THAT YOU ARE (1) AT LEAST EIGHTEEN (18) YEARS OF AGE; AND (2) CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT CLICK “REGISTER.”
EVERLAW CREDENTIAL DESIGNATIONS. Under this Agreement, you may have access to courses, exams, and other materials (collectively, the “Materials”) to test your knowledge of Everlaw services. Upon successful completion of any evaluations and all other Program requirements available at https://www.everlaw.com/product-certification/ (the “Requirements,” as updated from time to time and incorporated into this Agreement), Everlaw grants you a non-transferable, revocable, personal, non-exclusive license to display, without modification, the applicable certification or badge designation as provided to you by Everlaw (a “Credential”), and, to the extent depicted on the Credential, the associated Everlaw name, copyright, trademark or logo (the “Marks”), in accordance with the Requirements, this Agreement, and any Everlaw guidelines provided to you from time to time. If awarded a Credential, you are permitted to use it for the Credential Term (as defined below).
PARTICIPANT RESPONSIBILITIES. By participating in the Program, you agree:
you will comply with the Requirements and only use, display, and promote the Credential(s) to indicate that you have met the associated Requirements;
you will comply with all Everlaw test-taking procedures and will not:
cheat or undermine the integrity of any Program course or exam,
provide false information in connection with any exam, take any exam for someone else, permit someone else to take any exam for you, and/or otherwise receive or provide unauthorized assistance with any exam, or
copy, reproduce, reuse or share any Materials, including any exam or any part of an exam, or disclose any test questions or answers;
you will stay abreast of any updates to the Program to ensure your continued compliance with all Program updates, and successfully complete any subsequent Credential-specific exams or courses required to maintain the Credential;
upon Everlaw’s reasonable request, you will provide examples of your use of the Credential(s);
you will comply with all laws applicable to your participation in the Program, your use of the Credential(s), and/or your distribution, use, and marketing of the Credential(s);
if Everlaw determines that you have violated this Agreement, then upon notice, you will promptly remediate such issues, or cease use of all Credential(s) and remove all Credential(s) from any Credential-Related Materials (defined below);
you will not misrepresent your certification status, completion of Requirements, or knowledge of Everlaw services, and you will not make any statements that are contrary to this Agreement or to any reasonable request by Everlaw;
you will not suggest or represent that a Credential designation is any warranty or guarantee of your abilities with regard to any Everlaw service; or that you, or any third party, has any preferred status, affiliation, endorsement, partnership or recommendation from or by Everlaw.
RESTRICTIONS. In addition to the other requirements here, you agree you will not:
disparage, dilute, tarnish, or bring into disrepute the reputation of or goodwill associated with Everlaw, the Marks, the Credentials, or the Program;
resell, modify, or exploit the Credential(s), Marks, or Materials in any way that infringes upon Everlaw’s intellectual property rights (“IP Rights”), or which violates this Agreement or applicable law;
exert any ownership or other IP Rights in the Credential(s), Marks, or the Materials; register any Credential(s), Marks, or any confusingly similar marks or logos; or combine the Marks or Credential(s) with any other word, design or mark; or
use Marks without Everlaw’s prior written consent, except as otherwise expressly permitted by this Agreement. Use of Marks will comply with Everlaw’s Brand Guidelines.
INTELLECTUAL PROPERTY. Everlaw may modify Credentials or Marks in Everlaw’s sole discretion. If Everlaw makes modifications, you will stop using the outdated Credential(s) and Marks upon notice, and update all Credential(s) and Marks anywhere used, including, but not limited to, resumes, public profiles, business cards, and social media accounts (collectively, the “Credential-Related Materials”). Everlaw owns all rights, title and interest (including IP Rights) in and to the Credentials, Marks, Materials, and any and all other components of the Program. Any and all goodwill arising from your use of Marks and Credentials benefits Everlaw. Everlaw reserves all rights not expressly granted to you under this Agreement.
FEEDBACK. We will happily accept feedback from you about the Program or your experience with the Program. When you provide feedback to us, Everlaw and its affiliates may use that feedback without restriction and without obligation to you. Everlaw will treat personal information within the Feedback in accordance with Everlaw’s Privacy Notice (available at https://www.everlaw.com/legal/privacy-notice/).
PROMO CODES. You may receive a promotion code (“Promo Code”) to purchase or access a course or exam. Promo Codes expire when they are applied to a course or exam, or as stated when the Promo Code is provided to you, whichever is earlier (the “Expiration Date”). The Expiration Date will not be extended, and expired Promo Codes will not be replaced. Once a Promo Code is applied, the applicable course or exam must be completed within 12 months (unless otherwise stated at purchase). All purchases of Promo Codes are final, non-cancelable and non-refundable, and Promo Codes are not redeemable for cash or credit. You are responsible for all lost, stolen, or improperly utilized Promo Codes.
PAYMENT OBLIGATIONS. All payments due under this Agreement will be paid in U.S. dollars. If you purchase a course or exam, the total fees, including applicable tax, are specified in the payment interface and must be paid in advance. All payment obligations are final, non-cancelable and non-refundable (including for any courses or exams that are not successfully completed or passed).
TERM. Subject to your compliance with this Agreement, you are permitted to use the Credential for 12 months from the date Everlaw provides such Credential to you (the “Credential Term”). If you continue using the Credential after the Credential Term, you will be required to successfully complete a recertification program which may include payment of additional fees.
TERMINATION. You may terminate this Agreement by ceasing participation in the Program and use of Credentials and Marks. Everlaw may terminate this Agreement immediately if Everlaw intends to decommission a certain Credential or end the Program, or if you breach this Agreement. Upon termination of this Agreement, all rights and licenses granted to you will immediately terminate, you will stop all use of the Credential and Marks and remove, and cause to be removed, all Credential(s) and Marks from any Credential-Related Materials, and you will promptly cease use of or return all Proprietary Information (as defined below) and all copies thereof to Everlaw. All provisions of this Agreement that are intended to survive termination or expiration of this Agreement will survive termination or expiration of this Agreement.
CONFIDENTIALITY. Each party (“Disclosing Party”) may disclose Proprietary Information (as defined below) to the other party (“Recipient”) in connection with this Agreement. “Proprietary Information” means all information that is designated as confidential and/or proprietary or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
The Recipient will only use the Disclosing Party’s Proprietary Information to exercise its rights and fulfill its obligations under this Agreement, and will use reasonable care to protect against the disclosure of the Disclosing Party’s Proprietary Information. Notwithstanding the foregoing, the Recipient may disclose the Disclosing Party’s Proprietary Information: (A) to its employees, consultants, contractors, service providers or advisors who have a need to know and who are bound by obligations of confidentiality and nonuse at least as protective of such information as this Agreement; (B) with the Disclosing Party’s written consent; or (C) regardless of any other provision in this Agreement, as necessary to comply with applicable laws and regulations or a court or other legal order, provided the Recipient promptly notifies the Disclosing Party before such disclosure unless legally prohibited to do so. The Recipient will comply with the Disclosing Party’s reasonable requests to oppose and narrow the scope of disclosure of its Proprietary Information at Discloser’s cost.
Information is not Proprietary Information if a party can prove the information: (A) is known before receipt from the Disclosing Party, without any obligation of confidentiality; (B) becomes known to the Recipient directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (C) becomes publicly known or otherwise publicly available, except through a breach of this Participation Agreement; (D) Recipient has independently developed the information without use of the Disclosing Party’s Proprietary Information; or (E) is disclosed with the prior written approval of the Disclosing Party.
DISCLAIMER. EVERLAW MAKES NO WARRANTIES THAT YOU WILL BE AWARDED ANY CREDENTIALS, THAT YOUR CREDENTIALS OR THE PROGRAM WILL BE MAINTAINED OR RENEWED, OR THAT YOUR PARTICIPATION IN THE PROGRAM WILL RESULT IN MONETARY OR COMMERCIAL BENEFIT, EXPERTISE RELATED TO THE EVERLAW SERVICES, THE SATISFACTORY PERFORMANCE OF EVERLAW SERVICES, OR OTHERWISE MEET REQUIREMENTS NEEDED TO ADMINISTER OR PROVIDE ANY EVERLAW SERVICES. EXCEPT AS EXPRESSLY PROVIDED, THE PROGRAM, MATERIALS, CREDENTIALS, MARKS, AND ALL RELATED INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND EVERLAW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EVERLAW’S DECISIONS REGARDING THE PROGRAM, EXAM SCORES AND GRADING, AND THE PROVISIONING OF CREDENTIALS ARE FINAL AND ARE MADE IN EVERLAW’S SOLE DISCRETION AND EVERLAW WILL HAVE NO LIABILITY TO YOU FOR SUCH DECISIONS. EVERLAW WILL HAVE NO LIABILITY FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE PROVIDERS, USED IN CONNECTION WITH THE PROGRAM, COURSES, AND EXAMS AND THE DISTRIBUTION OF THE MATERIALS.
LIMITATION OF LIABILITY. IN NO EVENT WILL EVERLAW’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU, YOUR EMPLOYER, OR A THIRD PARTY FOR YOUR PARTICIPATION IN THE PROGRAM IN THE 12 MONTHS BEFORE THE CLAIM AROSE.
IN NO EVENT WILL EVERLAW HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, LOST DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
INDEMNIFICATION. You will defend and indemnify Everlaw,Everlaw and its officers, directors, employees, successors, and permitted assigns, against any and all claims, losses, liabilities, damages, costs and expenses, including reasonable attorney’s fees, arising out of, relating to, or caused by your use of the Everlaw Credential(s), Materials, or Marks, violation of the Requirements, or a breach of this Agreement.
PRIVACY. Personal information you share in connection with your participation in the Program will be collected and handled in accordance with Everlaw’s Privacy Notice located at https://www.everlaw.com/legal/privacy-notice/.
GOVERNING LAW; DISPUTE RESOLUTION
Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sales of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.
Informal Resolution. Any dispute you have with Everlaw must be submitted to email@example.com to attempt resolution through discussion. Everlaw will negotiate with you in good faith in an effort to resolve such dispute without the necessity of any formal proceeding.
Arbitration. In the unlikely event that the dispute cannot be resolved in accordance with Section 15.2 (Informal Resolution) and within 30 business days of Everlaw’s first communication with you after your written submission to Everlaw under Section 15.2 (Informal Resolution), then the parties must submit the dispute to binding arbitration as stated in this Section. Except as stated in Section 15.4 (Exception to Arbitration), the parties agree that the dispute will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and that judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration will be held in Oakland, California, or any other location both parties agree to in writing. The prevailing party will be entitled to costs and attorneys’ fees. Except as may be required by law or as necessary to enforce the respective award in a court of law, neither party, nor the mediator or arbitrator, may disclose the existence, content, or results of any mediation or arbitration without the prior written consent of both parties.
Exception to Arbitration. Without first engaging in the informal dispute process described in Section 15.2 (Informal Resolution) or by submitting to arbitration under Section 15.3 (Arbitration), either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service or its infringement of a third-party’s intellectual property rights, in the federal or state courts of Alameda County, California, and each party irrevocably submits to the venue and jurisdiction of such applicable courts.
Class Actions. You may only resolve disputes with Everlaw on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are prohibited.
Modifications. Everlaw may modify this Agreement or the Program from time to time, effective on posting at https://www.everlaw.com/product-certification/. Your continued participation in the Program (including your display of the Credential) is your acceptance to the modifications. If you do not agree to the modified Agreement or Program, your sole and exclusive remedy is to stop using the Credential.
Assignment. You may not transfer, lease, sublicense, or assign any of your rights or delegate your obligations under this Agreement, whether by operation of law or otherwise. For the avoidance of doubt, the Credential(s) are personal to you. Everlaw may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Everlaw’s assets. Any other attempt to assign is void.
No Agency. The Participation Agreement does not create any agency, partnership, or joint venture between you and Everlaw. A Credential does not establish an affiliation between you and Everlaw, give you preferential treatment over other Program participants, or represent Everlaw’s endorsement or recommendation.
Notices. All notices and communications will be in writing and given when sent by email. Everlaw’s email address is firstname.lastname@example.org, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to email@example.com.
Entire Agreement. This Agreement is the parties’ entire agreement and supersedes any prior or contemporaneous agreements relating to the Program, the Materials, the Credential(s), and the Marks. This Agreement is entered into separately from any agreement to use Everlaw’s ediscovery platform. Everlaw’s third party service providers may require that you agree to additional terms and conditions outside of this Agreement. You are solely responsible for complying with any such terms and conditions.