Last updated: March 17, 2026
These Velora Platform Terms of Acceptable Use (the "Terms of Use"), effective as of the date of your acceptance of these Terms of Use (the "Effective Date"), are by and between Everywai Inc., a Delaware corporation ("Everywai"), and You ("User"). Your use of the Platform (as hereinafter defined) is predicated upon and strictly limited to Your adherence to these Terms of Use.
EVERYWAI PROVIDES THE PLATFORM SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT USER ACCEPTS AND COMPLIES WITH THEM. BY ACCESSING OR USING THE PLATFORM, USER (A) ACCEPTS THIS AGREEMENT AND AGREES THAT USER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) USER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF USER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, USER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF USER AND BIND USER TO ITS TERMS. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, EVERYWAI WILL NOT AND DOES NOT LICENSE THE PLATFORM TO LICENSEE AND USER MUST NOT DOWNLOAD OR INSTALL THE PLATFORM OR DOCUMENTATION, OR OTHERWISE ACCESS OR USE THE PLATFORM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR USER'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT USER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF EVERYWAI'S PLATFORM.
"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Platform.
"Aggregated Statistics" means data and information related to Users' use of the Platform or Services that is used by Everywai in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform or Services.
"Documentation" means any user manuals, handbooks, or guides that Everywai provides or makes available to User and which describe the functionality, components, features, or requirements of the Platform, either electronically or in hard copy form.
"Effective Date" has the meaning set forth in the preamble of these Terms of Acceptable Use.
"Electronic Signatures" has the meaning set forth in Section 8.1.
"Everywai Materials" means the Platform, Documentation, Everywai Systems, and any and all other information, data, devices, methods, processes, hardware, software, and other content, technologies, and inventions provided or used by Everywai or its affiliates in connection with the Platform, excluding User Data.
"Everywai Personnel" means all individuals involved in the performance, maintenance, or support of the Platform as employees, agents, or authorized contractors of Everywai.
"Everywai Systems" means the information technology infrastructure used by or on behalf of Everywai in delivering the Platform and related services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Everywai or through the use of third-party services.
"Force Majeure Event" has the meaning set forth in Section 11.5.
"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any computer, software, firmware, hardware, system, or network; or (b) prevent User from accessing or using the Platform as intended under these Terms of Use.
"Intellectual Property Rights" means any and all rights now known or hereafter existing under patent law, copyright law, trade secret law, trademark law, or any similar intellectual property or proprietary rights anywhere in the world.
"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
"Personal Information" means information that User provides or for which User provides access to Everywai, or information which Everywai creates or obtains on behalf of User in accordance with these Terms of Use that (i) directly or indirectly identifies an individual, including, for example, names, addresses, email addresses, or other unique identifiers, or (ii) can be used to authenticate an individual, such as employee numbers, government-issued numbers, passwords, account credentials, or biometric data.
"Platform" means the Velora App, including any associated software, infrastructure, or technology, whether branded as Velora or otherwise designated by Everywai.
"Process" means to take any action or perform any operation or set of operations that the Platform is capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.
"Services" means Everywai's delivery of access and use of the Platform, including support services as specified in these Terms of Use.
"Specifications" means the official, published specifications for the Platform as issued by Everywai from time to time.
"Support Services" has the meaning set forth in Section 4.1.
"Terms of Use" has the meaning set forth in the preamble.
"Third-Party Materials" means materials and information in any form or medium that are not proprietary to Everywai, including open-source or other software, data, or content accessible through the Platform.
"User Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, processed, or otherwise transmitted by or on behalf of User through the Platform or that incorporates or is derived from the processing of such information.
"User" means, for purposes of this consumer version, any individual end user who registers for, accesses, or uses the Platform under these Terms of Use.
Subject to and conditioned on User's compliance with the terms and conditions of these Terms of Use, Everywai hereby grants User a revocable, non-exclusive, non-transferable right to access and use the Platform during the Term, solely as a User in accordance with the terms and conditions herein. Such use is limited to User's internal, personal purposes. User agrees to abide by the terms of these Terms of Use and all applicable local, state, national, and foreign laws and regulations in connection with the Platform. User is solely responsible for ensuring that use of the Platform, including but not limited to its recording functionality, does not violate the rights of any individual, applicable laws, or related third-party policies. User agrees to take reasonable precautions: if confidential, sensitive, or legally protected information is discussed or encountered, User must pause or cease recording to prevent unauthorized disclosure. User must not use the Platform to record, share, or otherwise use content in a way that could embarrass, defame, endanger, or violate the rights of speakers, participants, or any third party. User warrants that they have obtained all necessary consents or permissions required to use the recording functions of the Platform and, if unsure, must consult any individual being recorded before proceeding. Violation of these obligations or engagement in harmful conduct may result in immediate termination of access to the Platform.
Everywai hereby grants to User a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for User's personal purposes in connection with use of the Platform.
Except as otherwise expressly provided in these Terms of Use, as between the parties:
(a) Everywai has and will retain sole control over the operation, provision, maintenance, and management of the Everywai Materials; and
(b) User has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the User's devices, networks, and data used to access the Platform, and sole responsibility for all access to and use of the Everywai Materials by any Person by or through the User's systems or by any other means controlled by User, including any (i) information, instructions, or materials provided by any of them to the Platform or Everywai, (ii) results obtained from any use of the Platform or Everywai Materials, and (iii) conclusions, decisions, or actions based on such use.
Except as explicitly stated herein, nothing in these Terms of Use grants any right, title, or interest in or to (including any license under any Intellectual Property Rights in or relating to) the Platform, Everywai Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Platform, the Everywai Materials, and the Third-Party Materials are and will remain with Everywai and the respective rights holders in the Third-Party Materials.
Everywai reserves the right, in its sole discretion and with written notice to User, to make any changes to the Platform and Everywai Materials that it deems necessary or useful to (a) maintain or enhance (i) the quality or delivery of Everywai's services to its users, (ii) the competitive strength of or market for Everywai's services, or (iii) the Platform's cost efficiency or performance, or (b) to comply with applicable Law. For the avoidance of doubt, any changes may not degrade the Platform, Everywai Materials, or the services.
Everywai may, directly or indirectly, and by any other lawful means, suspend, terminate, or otherwise deny User's access to or use of all or any part of the Platform or Everywai Materials, if (a) Everywai receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Everywai to do so, (b) a Force Majeure Event affecting either Party continues substantially uninterrupted for ninety (90) days or more, or (b) Everywai believes, in its reasonable discretion, that (i) User has failed to comply with any material term of these Terms of Use, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under these Terms of Use or in any manner that does not comply with any instruction or requirement of the Specifications, (ii) User is, has been, or is likely to be involved in any fraudulent, intentionally misleading or unlawful activities relating to or in connection with any of the Platform, or (iii) these Terms of Use expire or are terminated. This Section 2.7 does not limit either Party's other rights or remedies, whether at law, in equity, or under these Terms of Use. Users may terminate these Terms of Use and close their account at any time, for any reason, by using the "Delete Account" or similar account management feature made available on the Platform or, if such feature is unavailable, by contacting Everywai's support team through the support channels described in Section 4. When a User initiates account deletion, Everywai will take commercially reasonable steps to terminate the User's account and delete or de‑identify personal data associated with that account from its active systems, subject to any legal, regulatory, or operational retention requirements. Account deletion is irreversible.
Everywai may, through the Platform or services, provide access to links, Third-Party Materials, or User Data. Everywai does not endorse, control, or assume any responsibility for the accuracy, legality, or appropriateness of any Third-Party Materials or User Data accessed through such links or postings. User acknowledges that any reliance on such materials is at User's own risk, and Everywai disclaims any liability arising from such materials.
Everywai reserves the right, but does not assume any obligation, to monitor all activity, communications, and content transmitted, posted, or otherwise made available by any User on or through the Platform or services. Such monitoring may, at Everywai's sole discretion, extend to disputes, communications, or any User Data. If Everywai, in its sole judgment, determines that any usage, activity, or content constitutes a violation of these Terms of Use, Everywai may, without prior notice, take any action it deems appropriate, including removal or modification of content, suspension or termination of User's access, or referral to law enforcement agencies as warranted.
Users are encouraged to report to Everywai any misuse of the Platform, services, or any User Data, or any other action that contravenes these Terms of Use. Reports may be submitted through Platform features designated for such purpose, including but not limited to "Report" functionalities on the Platform or by contacting support. Everywai will review submitted reports and, at its sole discretion, determine and implement the appropriate course of action. Everywai may, in consideration of privacy and operational concerns, refrain from disclosing the results or details of any investigation conducted in response to User reports. Everywai will investigate and take appropriate action, but is not obliged to disclose investigation outcomes, nor liable for any delay or failure to remove content. User agrees that provision of User Data confers no right to compensation, royalties, or payment for any use by Everywai, including any revenue derived from the Platform or third-party advertisements.
User shall not, and shall not permit any other Person to, access or use the Platform or Everywai Materials except as expressly permitted by these Terms of Use and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, User shall not, except as these Terms of Use expressly permits:
(a) copy, modify, or create derivative works or improvements of the Platform or Everywai Materials;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Everywai Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform or Everywai Materials, in whole or in part;
(d) bypass or breach any security device or protection used by the Platform or Everywai Materials or access or use the Platform or Everywai Materials other than by a User through the use of their own then-valid Access Credentials;
(e) input, upload, transmit, or otherwise provide to or through the Platform or Everywai Systems, any information or materials that contain, transmit, or activate any harmful code or that are unlawful, including viruses, worms, malware, or any other code harmful to systems or data;
(f) input, upload, post, share, or transmit through the Platform any content that is defamatory, harassing, abusive, threatening, obscene, or otherwise inappropriate; Everywai reserves the right to terminate user access for such conduct;
(g) upload, transmit, or share any copyrighted, proprietary, or unlicensed content, including but not limited to audio or video recordings, unless the user owns the rights or has obtained all necessary permissions;
(h) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Platform, Everywai Systems, or Everywai's provision of services to any third party, in whole or in part;
(i) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Platform or Everywai Materials, including any copy thereof;
(j) access or use the Platform or Everywai Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Platform User, or that violates any applicable Law;
(k) access or use the Platform or Everywai Materials for purposes of competitive analysis of the Platform or Everywai Materials, the development, provision, or use of a competing software service or product or any other purpose that is to Everywai's detriment or commercial disadvantage; or
(l) otherwise access or use the Platform or Everywai Materials beyond the scope of the authorization granted under this Section 3.1.
User shall at all times during the Term provide all cooperation and assistance as Everywai may reasonably request to enable Everywai to exercise its rights and perform its obligations under and in connection with these Terms of Use. User is responsible for: (a) the security and use of their Access Credentials, (b) compliance with all access and use of the Platform and Everywai Materials directly or indirectly by or through their devices, accounts, or credentials, and (c) all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
If User becomes aware of any actual or threatened activity prohibited by Section 3.1 (Use Restrictions), User shall, and shall immediately: (a) take all reasonable and lawful measures within their control that are necessary to stop or mitigate such activity, including discontinuing and preventing unauthorized access to the Platform and Everywai Materials, (b) permanently erase any data to which User has gained unauthorized access, and (c) notify Everywai of any such actual or threatened activity.
Users may create, submit, or transmit User Data to the Platform, such as notes, highlights, or prayer requests. By submitting any User Data, User grants to Everywai a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, display, reproduce, modify (solely as necessary for formatting or display), publish, distribute, and otherwise exploit such User Data for the purpose of operating, providing, enhancing, and promoting the Platform and services. User retains all Intellectual Property Rights in User Data, subject to the license granted in this Section. User warrants that: (a) User is the owner or has all necessary rights to grant Everywai the license described herein, (b) submission and use of User Data will not infringe or violate any third party's Intellectual Property Rights, privacy rights, or other legal rights, and (c) User Data is accurate, truthful, and not misleading.
User agrees to indemnify, defend, and hold harmless Everywai and its affiliates, and their respective directors, officers, employees, and agents, from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim alleging that the User Data submitted, posted, or transmitted by User infringes or violates any third party's Intellectual Property Rights.
All User Data must comply with the Acceptable Use provisions in Section 3.1 and must not be unlawful, defamatory, obscene, offensive, harassing, or otherwise objectionable.
Everywai reserves the right, but not the obligation, to monitor, screen, edit, or remove any User Data at any time for any reason without prior notice. Accounts may be suspended or terminated for posting prohibited or infringing content as described in these Terms of Use.
The Platform allows Users to communicate with Everywai, including by submitting support requests, feedback, or other communications. User agrees to communicate in a polite, professional, and lawful manner, and to refrain from using abusive, harassing, threatening, or otherwise inappropriate language in any communication with Everywai. User acknowledges that Everywai is under no obligation to keep such communications confidential, and they may be accessed, reviewed, and retained by Everywai for moderation, compliance, or support purposes. Inappropriate conduct may result in suspension, removal, or termination of Platform access, in Everywai's sole discretion.
Everywai shall provide support services for the Platform in accordance with Everywai's published support policies, including online support via its support hub (available at https://hub.velorabible.com), email support, in-app chat and telephone support, and Slack community channel support in accordance with the applicable terms set forth in these Terms of Use (the "Support Services"). Everywai may update or amend its Support Services from time to time, provided that such changes do not materially degrade the standard of support delivered to Users during the term of these Terms of Use.
The Everywai Systems are hosted using third-party cloud infrastructure providers, such as, for example, Amazon Web Services (AWS). Everywai configures and relies on such hosting providers to perform and manage routine data backups and database redundancy or rollover in accordance with Everywai's backup policy in effect from time to time (the "Backup Policy"). In the event of any loss, destruction, damage, or corruption of User Data caused by the Everywai Systems or Platform, Everywai will, as its sole obligation and liability hereunder, use commercially reasonable efforts to restore User Data from Everywai's then most current backup of such User Data maintained pursuant to the Backup Policy. Backup configurations (including any retention periods) may be updated from time to time to reflect industry-standard practices, without materially reducing the level of protection afforded to User Data.
User has and will retain sole responsibility for: (a) all User Devices and networks used to access the Platform, (b) the security and use of User's Access Credentials, including passwords and any multi-factor authentication methods, (c) all access to and use of the Platform and Everywai Materials directly or indirectly by or through User's account, devices or credentials, with or without User's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use, and (d) managing and keeping secure any User Data that User exports, downloads, or otherwise obtains from the Platform, including transcripts or other content, after such data has been delivered or made available to User.
Users are responsible for providing accurate account and profile information and for maintaining the confidentiality of their Access Credentials. Payment transactions for the Platform are processed by one or more third‑party payment providers, for example, Stripe, and Everywai does not receive or store payment card numbers on its own systems. User remains responsible for any use of User's account and for promptly notifying Everywai of any suspected unauthorized access. Everywai will follow its published privacy and security policies and will implement technical and organizational safeguards designed to protect User Data against unauthorized access, use, or disclosure. Such safeguards include automated backups, distributed denial‑of‑service (DDoS) protection via web application firewall (WAF), tenant isolation, encryption (including disk‑level encryption), transport‑layer security (TLS) for data in transit, one‑way hashing of stored credentials (such as passwords and temporary session tokens), privacy practices required by major platform providers (such as Apple and Google) regarding data export and deletion, secure software development lifecycle processes (including automated vulnerability scanning and code analysis), and API security measures such as endpoint authentication, short‑lived sessions, rate limiting, and caching. Everywai may update these safeguards from time to time, provided that the overall level of protection is not materially reduced.
User's access to the Platform may be subject to payment of fees, if applicable, as set forth in the current published pricing, user registration flow, or other documentation provided by Everywai. Any such fees must be paid in accordance with the terms specified at the time of subscription or sign-up. Everywai may update fees from time to time, with notice to affected users as legally required. Failure to pay required fees may result in suspension or termination of access to the Platform, in Everywai's sole discretion.
By accepting a user role in the Everywai Systems, each User's use of electronic signature in the Everywai Systems becomes the legally binding equivalent to full handwritten signatures, and shall consider the electronic signatures as treated herein ("Electronic Signatures") to be equivalent to handwritten signatures, initials, and other general signings, unless specifically excepted by regulations effective on or after the Effective Date.
User agrees, when reasonably requested, to provide accurate, current, and complete information. This applies to records in electronic form that are created, modified, maintained, archived, retrieved, or transmitted, under any records requirements set forth in applicable laws or regulations.
User agrees and warrants, in its acceptance and use of Electronic Signatures, that User will not impersonate any other Person or entity.
User is solely responsible and liable for any activity from their account with respect to the use of Electronic Signatures. User is responsible for maintaining the confidentiality of all Access Credentials and for any liability resulting from User's disclosure of such credentials. User agrees that, upon becoming aware that their Access Credentials are (or possibly are) being used without authorization, User will immediately change such credentials and promptly notify Everywai.
User acknowledges that information, communications, electronic records (such as a combination of text, graphics, data, audio, pictorial, or other information represented in digital form), and other materials may be accessible to User through use of the Electronic Signature and may be proprietary to the User and/or the User's institution(s).
User acknowledges that materials available through the Electronic Signature process may be protected by copyright, trademarks, and other intellectual property rights. User agrees that their use of such materials is governed by all applicable laws and regulations, and by any further restrictions placed on such materials by their owners or licensors.
All right, title, and interest in and to the Everywai Materials, including all Intellectual Property Rights therein, are and will remain with Everywai and, with respect to Third-Party Materials, the applicable third party. Everywai owns all right, title, and interest, including all Intellectual Property Rights, and in and to any requisite licenses to Third-Party Materials. The Platform uses third‑party and open‑source software components under licenses that permit their inclusion in the Platform, including permissive licenses such as the MIT License and Apache‑style licenses (collectively, "Open Source Licenses"). If Everywai uses any components subject to Open Source Licenses, it will comply with the applicable license terms and conditions, including any attribution or sharing requirements set forth thereunder. User has no right, license, or authorization with respect to any of the Everywai Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Everywai Materials are expressly reserved by Everywai. In furtherance of the foregoing, User hereby unconditionally and irrevocably grants to Everywai an assignment of all right, title, and interest in and to the Aggregated Statistics, including all Intellectual Property Rights relating thereto.
As between User and Everywai, User (and/or User's institution, as the case may be) is and will remain the sole and exclusive owner of all right, title, and interest in and to all User Data, including all of User's Intellectual Property Rights relating thereto.
Subject to Section 9.2, User hereby grants all such rights and permissions in or relating to User Data as are necessary to Everywai, its approved subcontractors, and Everywai personnel to enforce these Terms of Use and exercise Everywai's, its approved subcontractors', and Everywai personnel's legal rights and perform Everywai's, its approved subcontractors', and Everywai personnel's obligations hereunder.
The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms of Use that, by its nature, should survive termination or expiration of these Terms of Use, will survive any expiration or termination of these Terms of Use: Section 3.1 and Section 10.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
IN NO EVENT WILL EVERYWAI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PLATFORM; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT EVERYWAI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL EVERYWAI'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR (i) THE PLATFORM OR (ii) UP TO TWELVE (12) MONTHS OF THE SPECIFIC SERVICES, THAT ARE THE SUBJECT OF THE CLAIM.
THE LIMITATIONS SET FORTH IN SECTION 10.1 AND SECTION 10.3 SHALL APPLY EVEN IF THE USER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
On a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to these Terms of Use.
For purposes of these Terms of Use: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms of Use as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms of Use: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, these Terms of Use; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend these Terms of Use to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these Terms of Use to the same extent as if they were set forth verbatim herein.
The headings in these Terms of Use are for reference only and do not affect the interpretation of these Terms of Use.
These Terms of Use, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of these Terms of Use and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Use, the related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, these Terms of Use, excluding its exhibits, schedules, attachments, and appendices; (b) second, the exhibits, schedules, attachments, and appendices to these Terms of Use as of the Effective Date; and (c) third, any other documents incorporated herein by reference.
In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached these Terms of Use, for any failure or delay in fulfilling or performing any term of these Terms of Use, when and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes, outbreaks of pandemic disease, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either Party may terminate these Terms of Use if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of ninety (90) days or more.
User acknowledges and agrees that a breach or threatened breach by User of any of its obligations under Section 3.1, Section 3.3, or Section 9 may cause Everywai irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, Everywai will be entitled to pursue equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
These Terms of Use are governed by and construed in accordance with the internal laws of the State of Ohio without regard to any principles governing the conflict of laws. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Cleveland and County of Cuyahoga, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.