EVOLVE FOUNDATION SERVICE AGREEMENT

Version: 3.2 February 7, 2024


GENERAL TERMS AND CONDITIONS

1. INTRODUCTION AND BACKGROUND

Evolve Foundation is a United States based not-for-profit entity. These General Terms and Conditions (hereinafter the "Terms") set out the terms and conditions applicable to and in connection with the use of Evolve Foundation’s Services and content. Accordingly, in these Terms, “Evolve Foundation's Services” refer to but not limited to Evolve Foundation conference, and online events. Data graphics, content on markets and dashboard data presented on Evolve Foundation website is licensed content from StrategyR™ and Zing™. Opt-in enrichments provided by participants will be jointly owned by Evolve Foundation, its data providers, and data partners. You may not share, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. We kindly ask you to read these Terms carefully and note that Evolve Foundation may, from time to time, amend these Terms.

2. USE OF EVOLVE FOUNDATION'S SERVICES

2.1 Users: : Evolve Foundation's Services can be used by an individual user (“Individual User”) or by an authorized representative of a legal entity (“Business User”). The Business User confirms that the legal entity accepts these Terms and that the Business User has the right to represent such entity for the purposes of these Terms. Individual User and the Business User hereinafter together referred to as the "User", or “you”. By using and/or registering to Evolve Foundation's Services, the User accepts and agrees to comply with and be bound by these Terms.

2.2 User Accounts: The User may register for Evolve Foundation's Services by filling in the registration form and creating a profile (hereinafter the “User Account”) on Evolve Foundation's Services. When registering to Evolve Foundation's Services, the User is responsible for providing accurate and complete registration data and other information as requested by Evolve Foundation. The User may later modify the information provided at the registration phase via personal User Account settings. Subject to a due registration to Evolve Foundation's Services and compliance with these Terms, Evolve Foundation grants the User a limited, non-exclusive, non-transferable, and non-sublicensable right to use Evolve Foundation's Services as offered to you by Evolve Foundation from time to time for the purposes set out herein. Such granted right shall be valid for as long as the User uses Evolve Foundation's Services in accordance with these Terms. Users shall use all reasonable care and endeavors to prevent unauthorized access to, or use of, the User Account. In the event of, or if the User has justified reasons to suspect any unauthorized access or use of the User Account, or if the User’s password has been disclosed to a third party, the User shall promptly notify Evolve Foundation thereof. Evolve Foundation reserves the right to terminate and remove a User Account at any time, for example, in case Evolve Foundation deems that the User has breached these Terms, added misleading, inaccurate, inappropriate, unauthorized or illegal content to Evolve Foundation's Services or caused harm to us or the other Users of Evolve Foundation's Services.

2.3. Use Restrictions: The User having a User Account is not permitted nor entitled to do any of the following:

  • Sign up for a User Account on behalf of someone else;
  • Use the User Account for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
  • Use the User Account in violation of applicable laws;
  • Use the User Account in ways that violate intellectual property rights, confidential information, business secrets, trade secrets or privacy of third parties;
  • Use the User Account to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment;
  • Any other similar use or action as mentioned above.

3. USER CONTENT ON EVOLVE FOUNDATION'S SERVICES

In connection with the registration and use of Evolve Foundation's Services, Users may submit content, data and information, including without limitation text, photographs and information through the chat function, to Evolve Foundation's Services (“User Content”). The User is solely responsible for all content that the User uploads/transmits to Evolve Foundation's Services, including ensuring that it has all relevant rights to the User Content. In case Evolve Foundation reasonably deems that any User Content violates these Terms, intellectual property rights or applicable law, Evolve Foundation reserves the right to remove such User Content at any time and at its own discretion. Accordingly, the User agrees and acknowledges that Evolve Foundation does not assume any liability or responsibility in respect to any User Content, and the User shall at all times ensure that the User Content does not infringe any rights of third parties or any applicable law. Furthermore, the User Content shall not be offensive, threatening, libelous, defamatory or otherwise inappropriate. For clarity, Evolve Foundation is not responsible and shall not be held liable for any User Content, nor does Evolve Foundation endorse any opinion contained in any User Content. Evolve Foundation expressly disclaims any responsibility for the backup and/or retention of any User Content, and Evolve Foundation's Services shall not be used for back-up purposes of any User Content. Evolve Foundation shall have the right to generate anonymous user data and statistical data from the User Content and use of the User Account. Evolve Foundation shall reserve all rights to such anonymized data.

4. INTELLECTUAL PROPERTY

Evolve Foundation owns and retains all intellectual property rights, including ownership of whatever IPR or confidential information, including know-how and trade secrets, in Evolve Foundation's Services. Evolve Foundation reserves all rights not expressly granted under these Terms. Evolve Foundation's brand name and logo are owned by Evolve Foundation, and may not be copied, imitated or used without prior written consent of Evolve Foundation. Nothing in these Terms shall constitute a transfer of any intellectual property rights or other rights of Evolve Foundation to the User. It is strictly forbidden for any company, organization or User to attempt to host or organize any event, online or other, in conjunction with, contiguous to or purporting to be related to Evolve Foundation without prior written consent (if any) and co-operation of Evolve Foundation provided at its sole discretion.

5. PERSONAL DATA

Evolve Foundation collects and processes data, including personal data, in relation to User’s registration to and use of Evolve Foundation's Services in accordance with its Privacy Policy in force from time to time. If registration for the Evolve Foundation side event of the Business User takes place on Evolve Foundation platform (not redirecting to other registration site), the Business User and Evolve Foundation shall be joint controllers for the personal data processed for the purpose of the event registration. In this respect, the Business User and Evolve Foundation agree that the data subjects shall be informed of personal data processing necessary for registration, their rights and point of contact by Evolve Foundation Privacy Policy referred to in the paragraph above. Evolve Foundation and the Business User shall be independently liable for taking the reasonable steps to implement and maintain appropriate technical and organizational measures and documentation to ensure that the processing actions they perform will meet the requirements of applicable data protection regulation and ensure the protection of the rights of the data subject(s).

6. CANCELLATION, POSTPONEMENT AND SUBSTITUTION POLICY

Evolve Foundation accepts no responsibility or liability whatsoever for any loss or damage of any kind incurred as a result of substitution, alteration, cancellation, rescheduling or postponement of Evolve Foundation Services. In case of an unforeseen or exceptional incident, restriction or another circumstance likely having an effect on Evolve Foundation's Services, Evolve Foundation reserves the right to make changes to the dates and time for all parts of Evolve Foundation's Services. In case of cancellation or rescheduling any Evolve Foundation Service for a new date and/or time, Evolve Foundation may, at its sole discretion, transfer the service to be valid on such a new date and/or time, or reimburse costs related to Evolve Foundation's Services and paid by the User to Evolve Foundation upon the User's request within a reasonable time limit specified by Evolve Foundation on a case-by-case basis. After such reasonable time limit without the User having contacted Evolve Foundation about the reimbursement, which shall be at least thirty (30) days, has expired Evolve Foundation will not be liable for any refund or reimbursement. For the avoidance of doubt, Evolve Foundation reserves the right to make changes to Evolve Foundation's Services and thereto related schedules. Please note that while speakers and topics may be confirmed throughout the year, circumstances beyond the control of Evolve Foundation may necessitate substitutions, alterations or cancellations of the speakers and/or topics. As such, Evolve Foundation reserves the right to change and/or modify the advertised time schedule and line up of speakers and/or topics if necessary without any liability to the User whatsoever. Any substitutions or adjustments to the foregoing will be updated on Evolve Foundation's channels as soon as possible.

7. LIABILITY

Evolve Foundation will make commercially reasonable efforts to keep Evolve Foundation's Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Evolve Foundation reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of Evolve Foundation's Services. To the maximum extent allowed by applicable laws, Evolve Foundation shall not be liable for any direct, indirect or consequential damages arising from or relating to these Terms, Evolve Foundation's Services, or Users participation to Evolve Foundation Conference and/or registration to Evolve Foundation's Services, or any thereto related activity or participation. However, the limitations set out herein shall not apply to damage caused by willful misconduct or gross negligence. In order for the claim not to be forfeited, all claims for damage must be made within thirty (30) days from the date that the damage was or should reasonably have been noticed by the User.

8. FORCE MAJEURE

Evolve Foundation will not be liable to the User for any breach, omission, delay or non-performance of its obligations in any event of Force Majeure. Force Majeure shall mean any event mentioned below or any other event, impediment or circumstance occurring within or affecting Evolve Foundation, which:

  • Is not within reasonable control of Evolve Foundation;
  • Could not reasonably have been avoided or overcome without unreasonable expense and/or loss of time to Evolve Foundation;
  • Is not attributable to Evolve Foundation. If such a Force Majeure Event results in delay or non-performance of Evolve Foundation's Services for a period of sixty (60) days or longer, then Evolve Foundation will, notwithstanding 5 (6) W/11651606/v4 anything to the contrary, have the right to cancel Evolve Foundation's Services without liability towards the Users.

For the purposes of these Terms, examples of “Force Majeure Events” include, but are not limited to, the following events and circumstances

  • Any act of war (whether declared or undeclared), invasion, hostilities, armed conflict, armed attack or act of foreign enemy, blockage, embargo, revolution, riot, insurrection, civil commotion, act of terrorism or sabotage;
  • Hybrid warfare or hybrid influencing activities by state or non-state actors;
  • Cyberattacks;
  • Act of authority whether lawful or unlawful, compliance with any law or governmental order, rule regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works nationalization;
  • Strikes or go-slows and lock outs that are widespread or nation-wide;
  • Natural events including but not limited to lightning, fire, earthquake, flood, storm, ice, cyclone, typhoon or tornado; and epidemic or other outbreaks of diseases; or
  • Radioactive contamination, ionizing radiation, explosion or chemical contamination or
  • Sanctions, restrictions, prohibitions, disturbances or interruptions or other circumstances materially restricting air travel or other forms of international travel.

9 . MISCELLANEOUS

These Terms only cover Evolve Foundation's Services and the use thereof, and any and all linked third-party services and platforms are provided by the relevant third parties and covered by their terms of use or other agreement or license. Evolve Foundation does not assume any liability with regard to use of such third-party services and platforms, whether or not they are linked to Evolve Foundation's Services. The content on Evolve Foundation's Services, including, but not limited to, the text, graphics, images, links, and other materials are for informational purposes only. Evolve Foundation does not recommend or endorse any specific information that may be mentioned on Evolve Foundation's Services. Reliance on any information provided on Evolve Foundation's Services is solely at the User’s own risk. If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall continue in full force and effect. No agency, partnership, or employment is created as a result of these Terms.