Skip to main content

Everysk End User License Agreement

Effective Date: January 1, 2023

This End User License Agreement (“Agreement”) is entered into by and between Everysk Technologies Inc. (“Everysk”) and you (“User” or “You”). By downloading, installing, or using the Everysk Excel Add-in (“Software”), you agree to be bound by the terms of this Agreement.

This Agreement governs access to and use of Everysk’s Software or Services, as defined below. 

NOW IT IS HEREBY AGREED:

  1. Definitions:
    1. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
    2. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure and includes (a) any document or communication a party marks “Confidential”; (b) any information Disclosing Party orally designates as “Confidential” at the time of disclosure and all User information and data; (c) User data and positions whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information either party should reasonably consider a trade secret or otherwise confidential.
    3. “Platform” means Everysk’s proprietary software to produce automated workflows, reports, and alerts.
    4. “Portfolio Data” means any trading data, trading positions, performance information, and similar information provided or accessed by User through the Software.
    5. “Software or Services” means Everysk’s Platform, excel add-in, and any customized templates and workflow, accessed or used by User, including updates, and corresponding documentation, associated media, printed materials, and online or electronic documentation.
    6. “User” means the individual who downloads, installs, or uses the Software or Services, and is sometimes referred to as “You” or “Yours”.
    7. “Support” means any assistance that Everysk offers and provides related to its Software or Services.
    8. “Updates” means a bug fix, patch, error correction and/or other enhancements to the Software or Services.
  2. License Grants and Limitations:
    1. Subject to the terms and conditions of this Agreement, you are granted a non-exclusive, non-transferable license to access and use Everysk’s Software or Services on any device for your own business purposes.
    2. You may not re-license, sub-license, sell, assign, or otherwise transfer the Software or Services. You agree that the Software or Services will only be used in accordance with the provisions of this Agreement.
    3. You will not modify, resell for profit, distribute, or create derivative works based upon the Software or Services or any part thereof.
    4. Everysk shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Software or Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including any Users, relating to the Software or Services.
    5. All of the Data including the portfolio data You use within the Software or Services which is visible through the Software or Services to us (“Your Data”) belongs to You. You hereby grant Everysk a limited, non-exclusive, royalty-free, worldwide non-sub licensable right and license to access and use Your Data in order to provide the Software or Services as contemplated by this Agreement, including to send You personalized recommendations for improved use of The Platform. Everysk will not share or use Your Data in its provision of Software or Services to any third-party.
    6. Subject to the terms of this Agreement, Everysk will only use Your Data to provide the Software or Services to You. Everysk may from time to time develop additional features and services which will be included in the license created by this Agreement. You agree that Everysk may have a limited license to use blinded and anonymized data to research and develop such new features and services. Everysk will take all reasonable steps to protect and preserve Your Data and Your investors. Upon Your request, Everysk shall promptly return to User Your Data in the format and on the media as reasonably specified by User.
    7. Nothing in this Agreement shall operate to prevent either User or Everysk from making use of know-how acquired, principles learnt or developed or experience gained by its employees during the performance of this Agreement or future agreements with third parties.
    8. User and Everysk are each obliged to take commercially reasonable steps to mitigate any circumstance that has the potential to affect their respective ability to adhere to the obligations contained in this Agreement.
  3. User Representations.  You hereby represent and warrant that: (a) You have validly entered into this Agreement and have the legal power to do so; (b) You will at all times comply with applicable laws, rules and regulations with respect to your use of the Software or Services; (c) You will not use the Software or Services to infringe, misappropriate or violate the rights of Everysk or third parties; and (d) You will comply at all times with the terms and conditions of this Agreement, as they may be amended from time to time.
  4. Intellectual Property:
    1. Ownership in the Software or Services will at all times remain with Everysk. Everysk will retain all right, title, copyright, trade secrets, patents, trademarks, and other proprietary and intellectual property rights in the Software or Services. You do not acquire any rights, express or implied, in the Software or Services, other than those specified in the Agreement. You will not remove any copyright, patent, trademark, design right, trade secret or any other proprietary rights or legends from the Software or Services.
    2. You agree to use commercially reasonable efforts to promptly report to Everysk any infringement or any unauthorized or improper use of the Software or Services of which You become aware.  In connection with any such infringement claim, You agree to provide commercially reasonable cooperation, at Everysk’s expense, in Everysk’s efforts to enforce the intellectual property claim.
  5. Confidentiality:
    1. Your Confidential Information shall include Your Data; Everysk’s Confidential Information shall include the Software and Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that: (i) is publicly known or readily ascertainable by the public, through no wrongful act of Receiving Party; (ii) is received from a third party without breaching an obligation owed to the Disclosing Party; (iii) is independently developed by or for the Receiving Party; or (iv) was in its possession prior to it being furnished to the Receiving Party by the Disclosing Party.
    2. The Receiving Party agrees that Confidential Information of the Disclosing Party: (i) will not be used for any purpose outside the scope of this Agreement; (ii) will be treated with the same degree of care as similar information of the Receiving Party is treated within the Receiving Party’s organization (but in no event less than reasonable care); (iii) will not be used for the benefit of a third party; and (iv) will remain the property of the Disclosing Party. The Receiving Party will limit access to Confidential Information of the Disclosing Party except as otherwise authorized by the Disclosing Party in writing, to those of its and its Affiliates’ employees, officers, directors, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Disclosure of Confidential Information by the Disclosing Party’s employees, officers, directors, contractors, agents or Affiliates is deemed to be the disclosure by the Disclosing Party.
    3. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
    4. The obligations of the Receiving Party set forth in this section and Confidential Information identified as a trade secret will be held in confidence for as long as it remains protected as a trade secret.
    5. Everysk’s privacy policy is available at everysk.com/privacy-policy. Material changes will be communicated through the Software or at the time of update.
  6. Disclaimer of Warranties:
    1. EVERYSK DOES NOT REPRESENT THAT THE SOFTWARE OR SERVICES WILL BE ERROR-FREE, AVAILABLE UNINTERRUPTED, OR THAT IT WILL PRODUCE A SPECIFIC RESULT FROM YOUR USE. THE SOFTWARE OR SERVICES AND ITS CONTENT ARE PROVIDED “AS IS” AND YOUR USE OF THE SOFTWARE OR SERVICES SHALL BE AT YOUR OWN RISK; AND EVERYSK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE.
  7. Limitation of Damages:
    1. BY ACCESSING AND USING THE SOFTWARE OR SERVICES, INCLUDING THE USE OF ANY DATA OR INFORMATION SUPPLIED BY YOU IN CONNECTION WITH THE SOFTWARE OR SERVICES, YOU AGREE THAT EVERYSK ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS (“INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO YOUR USE OF THE SOFTWARE OR SERVICES. YOU FURTHER AGREE TO DEFEND, INDEMNIFY AND HOLD INDEMNIFIED PARTIES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SOFTWARE OR SERVICES.
  8. Effectiveness of Agreement; Term and Termination:
    1. This Agreement will remain in effect until terminated by you or Everysk. You may terminate this Agreement at any time by uninstalling or discontinuing use of the Software. Upon termination, you must cease all use of the Software and delete all copies in your possession.
    2. Everysk, in its reasonable discretion, has the right to suspend or terminate this Agreement and the use of the Software or Services by You. Everysk will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination. Should Everysk terminate this Agreement, it will send You notice and the effective date of termination will be the date the notice is sent by Everysk.
    3. In the event of termination of this Agreement, all rights granted to You hereunder with respect to the Software or Services shall revert back to Everysk and You shall cease all use thereof.  Termination of this Agreement shall be without prejudice to any rights of either party at law or in equity.
  9. General:
    1. Governing Law: This Agreement will be governed by, interpreted, and construed in accordance with the laws of New York and the laws of the United States applicable therein. Each party irrevocably attorns to the jurisdiction of any State or Federal court sitting in the Borough of Manhattan, City of New York, State of New York. The parties expressly disclaim the applicability of the terms of the United Nations Convention of Contracts for the International Sale of Goods, and any legislation implementing such Convention will not apply to this Agreement nor to any dispute arising therefrom.
    2. Relationship of Parties: The parties are not agents or legal representatives of each other. The parties to this Agreement are independent contractors. No relationship of principal to agent, master to servant, employer to employee, or franchisor to franchisee is established hereby between the parties. Neither party has the authority to bind the other or incur any obligation on its behalf.
    3. Survival: The provisions regarding Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitation of Damages, and any other provisions which by their nature are intended to survive termination or expiration, will survive the termination or expiration of this Agreement.
    4. Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.
    5. Waiver: The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except for actions for breach of Everysk’s proprietary rights in the Software or Services, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has arisen.
    6. Entire Agreement: This Agreement is the complete agreement between the parties regarding the subject matter hereof and will not be deemed to have been waived by any act or failure to act.
    7. Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable laws, such provisions will be modified to the minimum extent necessary to comply with applicable law and the intent of the parties.
    8. Enterprise Customers: If you are an enterprise customer with a separate signed agreement with Everysk, the terms of that agreement will govern in the event of any conflict with this End User License Agreement.
    9. Legal Notices: Contacting Everysk. All legal notices to Everysk shall be sent to legal@everysk.com. Questions regarding the Software or the Services can be directed to support@everysk.com.


Contact Us

For any questions or concerns about this policy, please contact legal@everysk.com.