Last Updated: September 16, 2021
These Terms and Conditions (“Terms”) are applicable to the PO issued by Everlaw, Inc. (“Everlaw”) to you (“Supplier”) and by accepting the PO you agree that you have read, understand, and agree to be bound by these Terms.
ACCEPTANCE OF ORDER. The PO and these accompanying Terms (together, the “Agreement”) are an offer to purchase Services (defined below) and will become a binding contract when accepted by Supplier’s acknowledgement or commencement of performance. This order can be accepted only on these Terms and no terms or conditions stated by Supplier. If Everlaw and Supplier have executed a separate written agreement that applies to the specific transaction in the PO, such agreement will supersede these Terms.
PURCHASE ORDERS. Everlaw may submit POs in writing, including electronic transmission. Unless the parties mutually agree otherwise in writing, POs will state prices, delivery dates, and delivery locations for Products and Services. "Products" means any product provided by Supplier, including any hardware, software, or Deliverables (defined below). "Services" means all services specified or provided under this Agreement.
FEES. Supplier will perform Services or provide Products covered by this order in accordance with the fees and prices (including applicable taxes) and delivery schedule stated in the PO. Everlaw will not be liable for any taxes with respect to this PO other than local, state, or federal taxes levied on Everlaw that Supplier is required by law to collect from Everlaw.
CHANGES TO FEES. Everlaw may reschedule the Products or Services, change the delivery destination for purchases under the PO, or change Products or Services provided under the PO, at no cost to Everlaw, except that if requested changes materially increase or decrease the cost to provide the Products or Services, the parties will negotiate an appropriate adjustment to their obligations under the PO. Supplier will not unreasonably withhold or delay agreement to any change requested by Everlaw.
EXPENSES. Unless otherwise agreed to in the PO, Supplier will not incur any expenses on behalf of Everlaw and will be responsible for all expenses incurred while performing the Services. As a condition to receipt of reimbursement, Supplier will be required to submit to Everlaw reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this Agreement.
DELIVERY. Unless otherwise specified in the PO, Supplier will deliver any Products procured, to the delivery destination stated in the PO. Unless otherwise specified in the PO, Supplier will deliver Products DDP (Incoterms 2020) to the delivery destination stated in the PO. Title and risk of loss will transfer from Supplier to Everlaw at the delivery destination. Supplier will package any Products according to any instructions Everlaw provides in a PO, and if none are provided, then according to good commercial practice to ensure the safe arrival of such products.
LATE DELIVERY. If a Product (or part of a shipment) is likely to be delayed, Supplier will: (A) promptly notify Everlaw in writing and immediately propose a new delivery date; (B) use best efforts to expedite delayed such products at Supplier’s expense; and (C) issue Everlaw a discount or refund on the purchase price for the product(s) delivered late, unless otherwise agreed by the parties. In addition to the foregoing remedies, Everlaw may: (A) cancel without liability the applicable PO or portions of the PO for delayed product(s) that are not yet delivered; or (B) source replacements for delayed product(s) from another supplier, at Supplier’s reasonable expense.
INSPECTION AND ACCEPTANCE OF PRODUCTS AND SERVICES. Everlaw may inspect Product and Services on delivery.
Acceptance. Any Product or Service not rejected within 30 days of receipt will be deemed accepted by Everlaw. Everlaw’s payment to Supplier for Product or Services will not be treated as acceptance.
Rejection. "Defect" or "Defective" means, with respect to a Product, a failure to meet the Product warranties in Sections 13.b and 13.c below. At Everlaw’s option, Everlaw may: (A) return rejected Products, and Supplier will immediately replace returned Products, at Supplier’s expense, including all freight costs; or (B) use the Defective Products and obtain a reduction in price.
Defect Replacement Procedure and Remedies. For a Product that is discovered Defective during the Warranty Period (defined below), Supplier will, at its expense and at Everlaw's option: (A) replace or repair Defective Product and re-deliver such repaired or replaced Product to Everlaw within a commercially reasonable timeframe agreed to by Everlaw; (B) refund Everlaw the Product purchase price within 30 days of receiving Everlaw's notice that a Product is Defective; or (C) reimburse Everlaw for the reasonable cost to have the Product repaired within 30 days after receiving Everlaw's invoice. Supplier is responsible for all costs, damages, and liabilities incurred by Everlaw as a result of Defective Product.
Everlaw Property. All Products undergoing repair will at all times remain Everlaw's property.
Warranty. Supplier will warrant replacement Product for the longer of 90 days following Everlaw's acceptance of the replacement Product or the remainder of the original Product's Warranty Period (defined below).
INVOICING AND PAYMENT. Supplier will invoice Everlaw upon Everlaw’s acceptance of the applicable Products or Services by submitting invoices to firstname.lastname@example.org. Invoices must include, at a minimum, PO number, complete bill-to address, applicable product numbers and quantities, description of applicable Products and Services, unit prices, and applicable tax or other charges. Everlaw will pay Supplier within 30 business days of its receipt of a correct invoice.
PROPRIETARY INFORMATION. A party to the Agreement (the “Discloser”) may disclose directly or indirectly, in written or oral form to the other party (the “Recipient”) non-public, business, or technical information in connection with this Agreement, regardless of whether such information is marked “confidential” or “proprietary” (“Proprietary Information”). Proprietary Information does not include information that: (A) was known to Recipient without restriction before receipt from Discloser; (B) is publicly available through no fault of Recipient; (C) is rightfully received by Recipient from a third party without a duty of confidentiality; or (D) is independently developed by Recipient. Supplier agrees that all information, data, and material it obtains from Everlaw in connection with providing the Products or Services, is Proprietary Information and is the sole property of Everlaw. Supplier will use Proprietary Information solely for the purposes of providing the Products or Services under this Agreement. The Recipient will not disclose or make Proprietary Information available to any third party, except as specifically authorized by the Discloser in writing. Supplier further agrees not to make copies of such Proprietary Information except as authorized by Everlaw. Upon termination of a PO, Supplier will promptly return all Proprietary Information and/or certify in writing that it has destroyed all such materials.
DATA PROTECTION. If Supplier has access to, uses, or stores: (A) any information relating to an identified natural person or a directly or indirectly identifiable natural person, including “personal data” as defined in the GDPR (defined below) and “personal information” as defined in the CCPA (defined below) (“Personal Information”); or (B) data and information received, stored, collected, derived, generated, or otherwise obtained or accessed by Supplier or any Supplier personnel in connection with this Agreement, performance of the Services, or if applicable, access to any Everlaw services, sites, or systems regarding any aspect of Everlaw’s business, and all other data or information provided by, or on behalf of, any Everlaw user, advertiser, business partner, or content provider, and other information such as system procedures, employment practices, finances, inventions, business methodologies, trade secrets, copyrightable and patentable subject matter (“Everlaw Data”); then Supplier agrees that it will have the obligations set forth in this Section 11 in addition to Section 10 (Proprietary Information). For purposes of this Section 11, “access” or “accessing” means to create, collect, acquire, receive, record, consult, use, process, alter, store, maintain, retrieve, disclose, or dispose of. Access also includes “processing” within the meaning of the GDPR. To the extent Supplier accesses Personal Information or Everlaw Data under the Agreement, Supplier will immediately notify Everlaw and will comply with the following obligations:
Safeguards. Supplier will Implement and maintain reasonable and appropriate administrative, physical, and technical safeguards to protect Personal Information against accidental loss, alteration, unauthorized disclosure, or access (“Safeguards”). Safeguards will meet or exceed relevant industry standards and that protect the security and privacy of Personal Information and Everlaw Data.
Confidentiality. Supplier will not permit access to Personal Information or Everlaw Data except to those who need to know it to perform under the Agreement and who are subject to a duty of confidentiality, and will ensure that any third party accessing Personal Information or Everlaw Data contract in writing to protect it with Safeguards at least as strong as Supplier’s Safeguards.
Deletion and Destruction. Upon Everlaw’s instruction, either delete such Personal Information or Everlaw Data immediately or return it to Everlaw in a secure manner and delete all remaining copies of Personal Information or Everlaw Data after such return and provide documentation of the deletion to Everlaw.
Compliance with Agreement. Not access Personal Information or Everlaw Data for any other purpose than compliance with its obligations under the Agreement unless required to do so by Data Protection Law applicable to Supplier, in which case Supplier will inform Everlaw of that legal requirement before disclosure unless prohibited from doing so by applicable law.
Security Incident. If Supplier has reason to believe that Personal Information or Everlaw Data has actually or is reasonably likely to have been accessed for an unauthorized purpose or by unauthorized persons (a “Security Incident”), Supplier will: (A) promptly notify Everlaw by emailing email@example.com; (B) reasonably assist Everlaw in investigating the Security Incident by providing reasonable information known about the Security Incident, and remedying any Incident and any related inquiry or claim; and (C) provide Everlaw with reasonable assurance that Supplier has corrected all circumstances under Supplier’s control that led to the Security Incident.
Applicable Data Protection Laws. Supplier acknowledges that Supplier is aware accessing or exporting Personal Information in or from the United States subjects it to international transfer obligations under all data protection and privacy laws in any jurisdiction applicable to accessing Personal Information for the Services, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), other applicable data protection laws or regulations modeled on the GDPR, and the California Consumer Privacy Act of 2018, California Civil Code 1798.100 et seq. (2018) (“CCPA”), as may be amended (“Data Protection Laws”).
Standard Contractual Clauses. Where required by Data Protection Laws, Supplier expressly agrees that its acceptance of the Agreement will be deemed as Supplier’s acceptance of the warranties and undertakings set forth in the Standard Contractual Clauses for the transfer of Personal Information to, as applicable, data controllers or data processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council as published on https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en as the “data importer”.
Everlaw’s Instruction. Supplier will promptly correct, amend, or delete the Personal Information at Everlaw’s direction.
Data Protection Impact Assessments. Supplier will assist Everlaw to conduct data protection impact assessments before accessing Personal Information, where required.
Compliance with Applicable Law. Supplier will promptly notify Everlaw in writing if Supplier determines that Supplier can no longer provide at least the same level of protection for the Personal Information and Everlaw Data as is required by Data Protection Law or the Agreement and, on making such a determination, cease accessing the Personal Information or Everlaw Data, or take other reasonable and appropriate remediation steps.
Compliance with Data Subject Access Requests. Supplier will promptly notify Everlaw of any data subject (as defined in GDPR) request to exercise their legal rights with respect to that person’s Personal Information, but Supplier will not respond to such requests without Everlaw’s prior written consent. Additionally, Supplier will cooperate with and assist Everlaw in investigating and responding to data subjects’ exercise of their legal rights.
Appointment of Data Processor. Supplier will not appoint or change any data processor (as defined in GDPR) without Everlaw’s prior written consent, which Everlaw will grant or deny without unreasonable delay, and if granted, Supplier will enter into a contract with each new data processor in accordance with the requirements of the Agreement.
Records. Supplier will maintain a record of all categories of processing activities carried out in connection with the Services.
INTELLECTUAL PROPERTY. Everlaw will own all software (including modifications and documentation), products, inventions, documents, writings, and other materials created, conceived, prepared, made, discovered, or produced by Supplier and any of its personnel that are provided to Everlaw pursuant to the Agreement (the “Deliverables”). Everlaw will retain all copyright, patent, trade secret, trademark, and any other intellectual property or proprietary rights ("Intellectual Property Rights") in the Deliverables.
Assignment. To the extent that Supplier or its personnel own any rights in the Deliverables, Supplier assigns (or will procure assignment of) all rights (including Intellectual Property Rights), title, and interest in the Deliverables to Everlaw. If applicable law prevents future assignments, Supplier will assign (or will procure the assignment of) such rights as they are created.
License. If applicable law prevents Supplier from transferring ownership of any Deliverables to Everlaw, Supplier grants to Everlaw a perpetual, irrevocable, exclusive, royalty-free, fully-paid, transferrable, worldwide license (with the right to sublicense) to make, sell, offer for sale, import, export any component of, reproduce, prepare derivative works of, distribute, publicly perform, publicly display, and otherwise use or dispose of the Deliverables.
Supplier’s Cooperation. If requested by Everlaw, Supplier will timely perform all acts reasonably necessary to accomplish the assignments and other transactions specified in the Agreement.
Moral Rights. Supplier will not assert, and to the extent permitted by applicable law, otherwise waives, any moral rights in the Deliverables, and will ensure that Supplier’s personnel and other third parties who have moral rights in the Deliverables will also not assert, and to the extent permitted by applicable law, will waive, those moral rights.
Pre-Existing Property. If Supplier incorporates any invention, improvement, development, concept, discovery, or other proprietary information in which Supplier has an interest (“Pre-existing Property”) into any Deliverable: (A) Supplier will identify such Pre-existing Property for Everlaw before incorporating it into any Deliverable; and (B) Supplier grants Everlaw a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to: (i) under Intellectual Property Rights (other than patent or trademark) use, reproduce, modify, display, perform, sublicense and distribute the Pre-existing Property (or portions of it) with or without the Deliverables; and (ii) under patent claims infringed by the making, using, or selling of Pre-existing Property, to make, have made, use, practice, sell, and offer for sale, and/or otherwise dispose of the Pre-existing Property (or portions of it).
Third Party Materials. Supplier will not incorporate any proprietary information or product owned by any third party or open source software into any Deliverable without Everlaw's prior written permission. Any approved third-party materials included in any Deliverables will be: (A) without additional expense to Everlaw; and (b) with written consent consistent as set forth in the applicable PO and with the rights granted to Everlaw under Section 12.b.
REPRESENTATIONS AND WARRANTIES. Supplier represents and warrants the following:
The Services will be of professional quality and performed consistently with generally accepted industry standards;
The Products and Services will comply with: (A) their specifications, if any, identified in a Purchase Order or as the parties may otherwise agree to in writing; and (B) will be of satisfactory quality and reasonably fit for any purpose made known to Supplier;
Supplier warrants Products for a period of 12 months starting on the date of Everlaw’s acceptance of the Product (the “Warranty Period”). Products will be new, unused, and not refurbished at the time of delivery, and will be safe for normal use and free from defects in design, materials, and workmanship during the Warranty Period;
There exists no actual or potential conflict of interest concerning the Products or Services;
Supplier’s performance under this Agreement does not require the breach of any agreement or obligation to keep in confidence the proprietary information of another party. Supplier will not bring to Everlaw or use in providing the Products or Services any materials or documents of another party considered confidential or proprietary without the written authorization of such party and Everlaw;
Supplier will comply with all applicable laws and regulations;
Supplier will comply with all relevant export laws and regulations, including trade sanctions programs and restrictions relating to the U.S. Treasury Department’s List of Specially Designated Nationals list;
In performance of its obligations under this Agreement, Supplier will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business or to secure any other improper commercial advantage. “Government officials” include any government employee; candidate for public office; and employee of government- owned or government-controlled companies, public international organizations, and political parties. Furthermore, Supplier will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform;
Supplier is an equal-opportunity employer, does not discriminate on the basis of age, race, creed, color, religion, sex, sexual orientation, national origin, disability, marital or veteran status or any other basis that is prohibited by law and will not so discriminate in providing the Services; and
Because Everlaw is an equal employment opportunity employer and is a federal contractor, consequently, Supplier agrees to the extent applicable that it will comply with Executive Order 11246, the Vietnam Era Veterans Readjustment Assistance Act of 1974, and Section 503 of the Vocational Rehabilitation Act of 1973, and also agree that these laws are incorporated herein by reference.
LIENS. Supplier must take such action as is permitted or required by law to prevent any lien from attaching to Everlaw property arising from providing Products or performing Services under this Agreement. At the time of each payment to Supplier, Supplier will deliver to Everlaw releases and/or waivers of all liens arising from material furnished or labor performed up to the time of such payment.
INDEMNIFICATION. Supplier will defend and indemnify Everlaw, its affiliates, and their respective officers, directors, employees, agents, consultants, and contractors from any third-party claims and liabilities (“Claims”) in connection with: (A) Supplier’s breach of the Agreement; (B) Supplier’s negligence, willful misconduct, fraud, misrepresentation, or violation of the law; (C) any property damage, personal injury or death related to (i) Supplier’s performance under the Agreement or (ii) use of a Product or Service; (D) any breach of Proprietary Information (Section 10); (E) any allegation that use, possession, or sale of the Products or Services violates or infringes a third party’s rights; or (F) any allegation by or on behalf of Supplier’s personnel, including that such personnel are entitled to employee compensation, benefits, or other rights, or that is premised on Everlaw jointly or otherwise employee such personnel.
LIMITATION OF LIABILITY. EXCEPT FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, BREACHES OF OBLIGATIONS UNDER SECTION 10 (PROPRIETARY INFORMATION), OBLIGATIONS UNDER SECTION 13 (REPRESENTATION AND WARRANTIES), OR OBLIGATIONS UNDER SECTION 15 (INDEMNIFICATION): (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; AND (B) NEITHER PARTY’S LIABILITY ARISING OUT OF THIS AGREEMENT WILL EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO EVERLAW UNDER THIS AGREEMENT.
INSURANCE. Supplier agrees to bear all responsibility for the actions related to themselves and its employees or personnel under this Agreement. In addition, Supplier agrees to obtain and maintain throughout the term of the Agreement comprehensive liability insurance coverage in case of bodily or personal injury, property damages, contractual liability, and cross-liability (“Liability Insurance”). The minimum amount for Liability Insurance must be a minimum amount of combined single limit of $1,000,000.
TERMINATION. Everlaw may terminate this Agreement, or any POs, at any time upon written notice. Termination is effective immediately unless specified in the written notice. Supplier may terminate this Agreement the later of: (A) 30 days after Supplier provides Everlaw with written notice; or (B) acceptance by Everlaw of all Services in the applicable PO.
NO PUBLICITY. Supplier will not make any public statements or issue promotional materials disclosing the existence of terms of this PO without Everlaw’s written approval.
MISCELLANEOUS. Supplier will not assign its rights or delegate its performance obligations under this Agreement, in whole or in part, without the prior written consent of Everlaw. This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter. Any amendments must be in writing. Failure to enforce any of the provisions of this Agreement will not constitute a waiver. This Agreement is governed by the laws of the State of California, excluding its conflict of laws principles. The exclusive venue for any dispute relating to this Agreement will be Alameda County, California.