Evolve Global, Inc. Terms of Service

Welcome, and thank you for your interest in Evolve Global, Inc. (“Evolve,” “we,” or “us”) and our website at https://getrest.app, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Evolve regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING EVOLVE’S PRIVACY POLICY(TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND EVOLVE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY EVOLVE AND BY YOU TO BE BOUND BY THESE TERMS.

YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF EVOLVE AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS WILL INCLUDE GENERAL MARKETING AND USE OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

WE DO NOT PROVIDE PROFESSIONAL MEDICAL SERVICES OR ADVICE. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE EVOLVE PARTIES (INCLUDING, WITHOUT LIMITATION, COACHES) OR ANY OTHER USERS OF EVOLVE’S SERVICES. THE SERVICES PROVIDED BY EVOLVE DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED BY INTERACTION WITH THE SERVICES, INCLUDING REST SLEEP COACH. USE OF THE SERVICES SHOULD NOT BE USED IN MEDICAL EMERGENCIES.

IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 18 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND EVOLVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1 - Evolve Service Overview

Rest is a general sleep wellness program. It helps you build healthier sleep habits and routines through coaching, education, and behavioural techniques grounded in sleep science. It is not medical treatment, and it is not intended to diagnose, treat, monitor, or manage insomnia or any other medical condition — see Section 3.

The Service includes daily sleep logs and educational content. With a paid subscription, it also includes a virtual AI-enabled coach (“Rest Sleep Coach”) that you interact with through text and voice check-in conversations. The coach applies general, well-established sleep-science principles — for example wake-time consistency, sleep hygiene, and stimulus control — to the sleep patterns you log. It does not discuss medical or mental-health conditions, medications, or supplements, and will direct you to a qualified healthcare professional if you raise them.

2 - Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

3 - Rest Sleep Coach

3.1 - Artificial Intelligence

Your interaction with the Service via Rest Sleep Coach is with an artificial intelligence system and not a human. The Rest Sleep Coach is restricted in the means of response, and the intended use is for sharing publicly available tools and techniques to improve sleep. Any physical or mental health related content that you may find in the Services is broad in nature and in scope, describes only general principles, and is intended for educational purposes. As such, information provided in the Services is not specific to you as an individual and may not be appropriate or relevant to your personal situation. Reliance on any information provided through the Rest Sleep Coach is solely at your own risk.

3.2 - Rest Sleep Coach Is Not A Replacement for Medical Advice

The Services (including those provided by Rest Sleep Coach) are not medical, mental health or any other type of healthcare service. The information and reports generated by Evolve via the Services (including the Rest Sleep Coach) should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available through the Services should not be relied upon to make medical decisions, or to diagnose or treat a medical or health condition. Rest Sleep Coach is not psychotherapy or mental health counseling and should not be used in place of a healthcare provider. The Rest Sleep Coach cannot substitute for, and is not an alternative to, medical, psychiatric, psychological, psychotherapy or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present. Never disregard professional medical advice or delay in seeking it because of something that you have read, seen, or heard on our Services, including the Rest Sleep Coach. You are advised to seek diagnosis, treatment and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists and other licensed healthcare and mental health professionals, and you are urged and advised to seek the advice of a physician or a medical professional with any questions you may have regarding your health before beginning any plans that may be referenced, discussed or offered under the Services.

3.3 - No Doctor-Patient Relationship

Any and all Services (whether provided by, in and/or through the Rest Sleep Coach) are for informational and educational purposes only. Evolve is not a medical provider and Evolve does not provide medical services or render medical advice. You represent to us (which representation shall be deemed to be made each time you use the Services), that you are not using the Services or participating in any of the activities offered by the Services for the purpose of seeking medical attention. You further agree that, before using the Services, you shall consult your physician, particularly if you are at risk for problems resulting from changes to your sleep. If any information you receive or obtain from using the Services is inconsistent with the medical advice from your physician, you should follow the advice of your physician.

4 - Accounts and Registration

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at [email protected].

5 - General Payment Terms

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.

5.1 - Price

Evolve reserves the right to determine pricing for the Service. Evolve will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check the pricing page of the applicable app store periodically for current pricing information. Evolve may change the fees for any feature of the Service, including additional fees or charges, if Evolve gives you advance notice of changes before they apply. Evolve, at its sole discretion, may make promotional offers with different features and different pricing to any of Evolve’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

5.2 - Payment Processing

We may contract with a third party to process any payments submitted for or through our Service (“Payment Processor”). By making any purchase through the Service, you authorize us to share any of your information with the Payment Processor in order to process your payment.

5.3 - Authorization

You authorize Evolve and the Payment Processor to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Evolve, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Evolve may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

5.4 - Subscription Service

The Service may include certain subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. If you activate a Subscription Service, then you authorize Evolve or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. The “Subscription Fee” is the fee identified to you during the check-out process prior to agreeing to the subscription plan. Please ensure you review the Subscription Fee prior to purchasing. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Service for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to your account. Evolve or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Service by unsubscribing through your Apple account or by contacting us at [email protected]. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGE FOR THE NEXT SUBSCRIPTION PERIOD.

5.5 - Delinquent Accounts

Evolve may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Evolve reserves the right to delete your account and any information or Input Data (defined below) associated with your account without any liability to you.

6 - Licenses

6.1 - Limited License

Subject to your complete and ongoing compliance with these Terms, Evolve grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service.

6.2 - License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.

6.3 - Feedback

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Evolve an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

7 - Ownership; Proprietary Rights

The Service is owned and operated by Evolve. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Evolve (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Evolve or its third-party licensors. Except as expressly authorized by Evolve, you may not make use of the Materials. There are no implied licenses in these Terms and Evolve reserves all rights to the Materials not granted expressly in these Terms.

8 - Third-Party Terms

8.1 - Third-Party Services and Linked Websites

Evolve may provide tools through the Service that enable you to export information, including Input Data, to third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize Evolve to transfer that information to the applicable third-party service. Third-party services are not under Evolve’s control, and, to the fullest extent permitted by law, Evolve is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Evolve’s control, and Evolve is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any Input Data or information with such third-party services. Once sharing occurs, Evolve will have no control over the information that has been shared.

8.2 - Third-Party Software

The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

8.3 - Third-Party AI Providers

Certain features of the Service, including Rest Sleep Coach, leverage artificial intelligence and voice-infrastructure technology provided by third-party providers (“AI Providers”) acting on our instructions as our service providers. What you write in check-ins, and the audio of voice check-ins, is transmitted to and processed by these providers in order to generate the coach’s responses. We identify the AI Providers we currently use, and what each one receives, at getrest.app/subprocessors. Our use of AI Providers to process your data is described in our Privacy Policy.

9 - Input Data

9.1 - Input Data Generally

Certain features of the Service may permit users to submit, upload, publish, or otherwise transmit (“Post”) content to the Service, including messages, reviews, data, text, and any other works of authorship or other works (“Input Data”). You retain any copyright and other proprietary rights that you may hold in the Input Data that you Post to the Service, subject to the licenses granted in these Terms.

9.2 - Limited License Grant to Evolve

By Posting Input Data to or via the Service, you grant Evolve a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, use, revise, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your Input Data, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed, including for upgrading, training, and maintenance of the Services or the development, commercialization, or offering of new products or services. Any use of your Input Data to improve our systems, to conduct research, or in publications is described in our Privacy Policy. All of the rights you grant in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for Input Data Posted or otherwise used on external services via the Service. You agree to pay all monies owing to any person or entity resulting from Posting your Input Data and from Evolve’s exercise of the license set forth in this Section.

9.3 - You Must Have Rights to the Content You Post; Input Data Representations and Warranties

You must not Post Input Data if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Input Data. Evolve disclaims any and all liability in connection with Input Data. You are solely responsible for your Input Data and the consequences of providing Input Data via the Service. By providing Input Data via the Service, you affirm, represent, and warrant to us that: (a) you are the creator and owner of the Input Data, or have the necessary licenses, rights, consents, and permissions to authorize Evolve and users of the Service to use and distribute your Input Data as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Evolve, the Service, and these Terms; (b) your Input Data, and the Posting or other use of your Input Data as contemplated by these Terms, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Evolve to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and (c) your Input Data could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate

9.4 - Input Data Disclaimer

We are under no obligation to edit or control Input Data that you or other users Post and will not be in any way responsible or liable for Input Data. Evolve may, however, at any time and without prior notice, screen, remove, edit, or block any Input Data that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you will be exposed to Input Data from a variety of sources and acknowledge that Input Data may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Evolve with respect to Input Data. If notified by a user or content owner that Input Data allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Input Data, which we reserve the right to do at any time and without notice. For clarity, Evolve does not permit infringing activities on the Service.

9.5 - Monitoring Content

Evolve does not control and does not have any obligation to monitor: (a) Input Data; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that Evolve reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time Evolve chooses to monitor the content, then Evolve still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Evolve may block, filter, mute, remove or disable access to any Input Data uploaded to or transmitted through the Service without any liability to the user who Posted such Input Data to the Service or to any other users of the Service.

10 - Communications

10.1 - Text Messaging

You agree that Evolve and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES FROM EVOLVE, YOU CAN EMAIL [email protected] OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM EVOLVE, YOU CAN EMAIL [email protected] OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.

10.2 - Push Notifications

When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.

10.3 - Email

We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

11 - Prohibited Conduct

BY USING THE SERVICE, YOU AGREE NOT TO:

• 11.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
• 11.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
• 11.3 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
• 11.4 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Evolve;
• 11.5 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
• 11.6 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
• 11.7 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission or falsely claiming that any content produced through your use of the Service was not generated with the assistance of artificial intelligence;
• 11.8 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 7 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
• 11.9 attempt to do any of the acts described in this Section 11 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 11 (Prohibited Conduct).
• 11.10 attempt to bypass, disable, or circumvent the safety features or content limitations of Rest Sleep Coach, or use prompts intended to cause it to operate outside its intended purpose; or
• 11.11 use the Service or any output of Rest Sleep Coach to develop, train, or improve any artificial-intelligence model, attempt to extract the models underlying the Service, or use the Service to build a competing product or service.

12 - Intellectual Property Rights Protection

12.1 - Respect of Third Party Rights

Evolve respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.

12.2 - DMCA Notification

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address: Evolve Global, Inc. Attn: Legal Department (IP Notification) 440N Barranca Ave #3097 Covina, California 91723 Email: [email protected]

12.3 - Procedure for Reporting Claimed Infringement

If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property right that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf. Your Notification of Claimed Infringement may be shared by Evolve with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Evolve making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

12.4 - Repeat Infringers

Evolve’s policy is to: (a) remove or disable access to material that Evolve believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Evolve will terminate the accounts of users that are determined by Evolve to be repeat infringers. Evolve reserves the right, however, to suspend or terminate accounts of users in our sole discretion.

12.5 - Counter Notification

If you receive a notification from Evolve that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Evolve with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Evolve’s Designated Agent through one of the methods identified in Section 12.2 (DMCA Notification), and include substantially the following information: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Evolve may be found, and that you will accept service of process from the person who provided notification under Section 12.2 (DMCA Notification) above or an agent of that person. A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.

12.6 - Reposting of Content Subject to a Counter Notification

If you submit a Counter Notification to Evolve in response to a Notification of Claimed Infringement, then Evolve will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Evolve will replace the removed Input Data or cease disabling access to it in 10 business days, and Evolve will replace the removed Input Data and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Evolve’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Evolve’s system or network.

12.7 - False Notifications of Claimed Infringement or Counter Notifications

The Copyright Act provides at 17 U.S.C. § 512(f) that: “any person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Evolve] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Evolve reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.

13 - Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your Input Data and discontinue your use of the Service. Except as expressly permitted in this Section 13 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

14 - Term, Termination, and Modification of the Service

14.1 - Term

These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 14.2 (Termination).

14.2 - Termination

If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Evolve may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by deleting your account or by contacting customer service at [email protected].

14.3 - Effect of Termination

Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Evolve any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 6.3 (Feedback), 7 (Ownership; Proprietary Rights), 14.3 (Effect of Termination), 15 (Indemnity), 16 (Disclaimers; No Warranties by Evolve), 17 (Limitation of Liability), 18 (Dispute Resolution and Arbitration), and 19 (Miscellaneous) will survive. You are solely responsible for retaining copies of any Input Data you Post to the Service since upon termination of your account, you may lose access rights to any Input Data you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.

14.4 - Modification of the Service

Evolve reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Evolve will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any Input Data you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to Input Data you Posted to the Service.

15 - Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Evolve, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Evolve Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

16 - Disclaimers; No Warranties by Evolve

16.1THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EVOLVE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. EVOLVE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND EVOLVE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.16.2NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR EVOLVE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE EVOLVE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING INPUT DATA.16.3THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 16 (DISCLAIMERS; NO WARRANTIES BY EVOLVE) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Evolve does not disclaim any warranty or other right that Evolve is prohibited from disclaiming under applicable law.

17 - Limitation of Liability

17.1TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EVOLVE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EVOLVE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.17.2EXCEPT AS PROVIDED IN SECTIONS 18.5 (COMMENCING ARBITRATION) AND 18.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE EVOLVE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO EVOLVE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.17.3EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 17 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18 - Dispute Resolution and Arbitration

18.1 - Generally

Except as described in Section 18.2 (Exceptions) and 18.3 (Opt-Out), you and Evolve agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EVOLVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

18.2 - Exceptions

Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

18.3 - Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 18 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Evolve Global, Inc. c/o VirtualPostMail Attention: and specify: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Evolve receives your Opt-Out Notice, this Section 18 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 19.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

18.4 - Arbitrator

This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling the JAMS at +1-800-352-5267 or by contacting Evolve.

18.5 - Commencing Arbitration

Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Evolve’s address for notice is: Evolve Global, Inc., c/o VirtualPostMail 440 N Barranca Ave #3097 Covina, CA 91723. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Evolve may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Evolve will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Evolve has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

18.6 - Arbitration Proceedings

Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Evolve must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

18.7 - Arbitration Relief

Except as provided in Section 18.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Evolve before an arbitrator was selected, Evolve will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

18.8 - No Class Actions

YOU AND EVOLVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Evolve agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

18.9 - Modifications to this Arbitration Provision

If Evolve makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Evolve’s address for Notice of Arbitration, in which case your account with Evolve will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

18.10 - Enforceability

If Section 18.8 (No Class Actions) or the entirety of this Section 18 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Evolve receives an Opt-Out Notice from you, then the entirety of this Section 18 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 19.2 (Governing Law) will govern any action arising out of or related to these Terms.

19 - Miscellaneous

19.1 - General Terms

These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Evolve regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your Input Data, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

19.2 - Governing Law

These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. You and Evolve submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Wilmington County, Delaware for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Delaware, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

19.3 - Privacy Policy

Please read the Evolve Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Evolve Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

19.4 - Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

19.5 - Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

19.6 - Contact Information

The Service is offered by Evolve Global, Inc.. We are located at Evolve Global, Inc. c/o VirtualPostMail 440 N Barranca Ave #3097 Covina, CA 91723. You may contact us by sending correspondence to that address or by emailing us at [email protected].

19.7 - Notice to California Residents

If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

19.8 - No Support

We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.

20 - Notice Regarding Apple

This Section 20 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Evolve only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.