Evernote Enterprise Agreement
Updated: January 1, 2026
This Evernote Enterprise Agreement (this "Agreement") governs use of the Evernote Enterprise Service (the "Evernote Enterprise Service" or "Evernote Enterprise" and formerly known as the Evernote Teams Service and Evernote Business Service) by the entity agreeing to these terms ("Customer"). The Evernote Enterprise Service is the version of the Evernote Service, as defined in our Terms of Service, designed for businesses, teams, and other organizations.
Customer is one party to this Agreement. If Customer’s headquarters are located anywhere other than in Brazil, then Bending Spoons US Inc., a Delaware corporation headquartered in New York, USA ("Bending Spoons US") is the distributor of the Evernote Service and is another party to this contract. If Customer’s headquarters are located in Brazil, then Evernote do Brasil Serviços de Aplicações Ltda., a Brazilian company headquartered in the city of São Paulo, State of Sao Paolo, Brazil (“Evernote Brasil”) is the distributor of the Evernote Service and another party to this contract instead of Bending Spoons US. Additionally, Bending Spoons Operations S.p.A., an Italian company headquartered in Milan, Italy (“Bending Spoons”), is the owner of the Evernote Software and is a party to this contract in that capacity. Bending Spoons US, Evernote Brasil, and Bending Spoons may be referred to in these Terms, when applicable, as “we” and “us.”
An individual (“you”) is required to accept this Agreement on behalf of the Customer as a condition to creating an Evernote Enterprise Account ("Customer’s Account"). The Agreement is effective as of the date the administrator account (“Administrator Account”) is made available to that individual acting on behalf of the Customer as the Administrator (the "Effective Date"). By accepting this Agreement, you confirm that you have reviewed the Agreement on behalf of Customer and you are warranting to us that you are authorized to accept and make legally binding this Agreement on behalf of Customer. If you do not have the legal authority to bind such Customer, please do not check the box signifying that you accept the terms of this Agreement.
In addition to the terms and conditions set forth in this Agreement, Customer's use of the Evernote Enterprise Service is also governed by the then-current terms and conditions governing the use of Evernote's Services (the "Terms of Service"), the then-current terms and conditions governing payments (the “Commercial Terms”), the then-current Supplemental Terms, and the then-current Privacy Policy. If there is any conflict between either the Terms of Service, the Commercial Terms or the Supplemental Terms and this Agreement, then the terms of this Agreement shall govern with respect to the Evernote Enterprise Service.
1. Use of Evernote Enterprise Service
After successfully completing the account creation process and confirming acceptance of this Agreement, we will enable Customer to access an Administrator Account, which will include a console ("Admin Console"). Customer can perform a number of administrative functions relating to Customer's Account through the Admin Console. These functions include but are not limited to, granting, suspending, or terminating End User access to Customer’s Account and exporting Content from Customer’s Account.
Customer acknowledges that providing an End User access to its Customer’s Account provides that End User with authority to access, create, or share Content in Customer’s Account. Customer also acknowledges that while an End User’s access to Customer’s Account has been granted by an Administrator (defined below), that End User may copy, transfer or otherwise export Content from Customer’s Account. The subsequent suspension or termination of an End User’s access to Customer’s Account will prevent the End User from continuing to access such Content in the Customer’s Account, but such suspension or termination of access will not delete or otherwise affect any Content that such End User may have previously copied from or transferred out of the Customer’s Account.
If an End User has an Individual Evernote Service Account that is not associated with Customer’s Account, Customer acknowledges that it does not and will not have any access to, rights in, or control over such End User’s separate Individual Evernote Service Account.
Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written statements made by Evernote regarding future functionality or features.
2. Customer's Obligations
Customer is responsible for (a) payment of all fees relating to Customer’s Account (“Fees”); (b) administering all End Users' access to Customer’s Account and its Content through the Admin Console; (c) maintaining the confidentiality of the password of each Administrator Account; (d) maintaining accurate and current account and contact information for each Administrator Account; and (e) ensuring that any and all use of each Administrator Account complies with this Agreement and applicable laws. Customer may grant administrative privileges to multiple Customer personnel (each, an "Administrator") and shall be solely responsible for ensuring that it has designated necessary and appropriate individuals as Administrators and for removing administrative privileges from individuals who no longer require administrative privileges. CUSTOMER ACKNOWLEDGES THAT IF NO ACCOUNT ADMINISTRATOR(S) IS/ARE ABLE OR WILLING TO FULFILL SUCH FUNCTION, AND/OR CUSTOMER OTHERWISE FAILS TO MAINTAIN CONTROL OF THE ADMINISTRATOR ACCOUNT(S), CUSTOMER MAY BE UNABLE TO ACCESS OR CONTROL ITS ENTERPRISE ACCOUNT; IN SUCH EVENT, CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ALL RESULTING LOSSES, COSTS AND EXPENSES. (See “Administrator Account Recovery” below for additional information.)
Customer acknowledges and agrees that prior to an End User using the Evernote Enterprise Service, the Evernote Service will require each End User to accept Evernote's Terms of Service, and such Terms of Service will govern each End User's use of Evernote Enterprise. Customer acknowledges that a violation of the Terms of Service by an End User may result in the termination of such End User's access to Customer’s Account or termination of Customer's Account. Customer shall not make any representation, warranty or guaranty for or on behalf of us, or otherwise obligate us in any manner, to any End User.
Customer may establish its own rules for End Users' access and use of Content in Customer's Account ("Customer Rules"). Any such Customer Rules shall only affect the relationship between Customer and its End Users. Without limiting the foregoing, Customer is responsible for determining and obtaining any permissions from End Users necessary to enable Customer to perform the administrative functions available through the Admin Console and enforce any Customer Rules. We shall not have any obligation or responsibilities to Customer or any End User with respect thereto, including, without limitation, any responsibility to assist Customer in enforcing any Customer Rules or taking any action that would be inconsistent with the Terms of Service or Privacy Policy.
Customer will prevent unauthorized use of its Evernote Enterprise Account and Content and immediately terminate any unauthorized use of which it becomes aware. Customer will promptly notify Evernote of any unauthorized use of or access to the Evernote Service of which it becomes aware.
3. Administrator Account Recovery
If Customer desires to establish a specific authorization process independent of the Administrator Accounts, such as written direction from a corporate officer or other designated representative of Customer, Customer may contact Evernote Customer Support to request agreement on such process (an “Approved Account Recovery Process”). We reserve the right, in our sole discretion, to accept or reject such proposal. If Customer and we have agreed upon an Approved Account Recovery Process, Customer may at any time or from time to time, request assistance using such Approved Account Recovery Process.
If Customer loses access to all Administrator Accounts and has not established an Approved Account Recovery Process, Customer should contact Evernote’s Customer Support team and request assistance.
If no person has credentials for an Administrator Account (a “Loss of Administration”), then we may, in our sole discretion, determine whether an individual requesting access to an Administrator Account may be provided the credentials necessary to do so on behalf of Customer. In such event, an individual may attempt to demonstrate to us authorization to act on behalf of Customer in regaining access to an Administrator Account by providing proof satisfactory to us. Customer acknowledges and agrees that, in the event of a Loss of Administration, we are empowered and authorized by this Agreement to use its discretion in determining whether to provide Administrator Account credentials to an individual offering proof of authority to act on behalf of Customer, and Customer hereby waives any and all claims against us as a result of, or in any way relating to, such actions. Customer has been made aware of, and understands, the provisions of California Civil Code Section 1542 ("Section 1542"), which provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Customer expressly, knowingly and intentionally waives any and all rights, benefits and protections of Section 1542 and of any other state or federal statute or common law principle limiting the scope of a general release.
4. Restrictions
Customer will not, and will ensure that End Users or third parties do not: (a) offer for sale or lease, sell, resell or lease access to the Evernote Service through Customer’s Account; (b) attempt to reverse engineer the Evernote Service or any software or other component used therein; (c) use the Evernote Enterprise Service in a manner or under circumstances where use or failure of the Evernote Enterprise Service could lead to death, personal injury or environmental damage; or (d) use the Evernote Enterprise Service in a manner that would violate applicable laws protecting an individual's privacy rights, health or financial data, including the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act and its implementing regulations, the Privacy Rule and the Safeguards Rule or the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the regulations issued thereunder, and as each may be amended from time to time; or (e) attempt to create a substitute or similar service through use of, or access to, the Evernote Service.
5. Third Party Requests
Customer acknowledges and agrees that, as between the parties, it is responsible for responding to a request from a third party for records relating to Customer's or an End User's use of, or Content contained within, Customer’s Account (a "Third Party Request"). If we receive a Third Party Request (including but not limited to criminal or civil subpoenas or other legal process requesting Customer or End User information), we will, to the extent allowed by the law and by the terms of the Third Party Request, direct the Third Party to Customer to pursue the Third Party Request. We retain the right to respond to Third Party requests for Customer information where we determine, in our sole discretion, that it is required by law to comply with such a Third Party request.
6. Payment
Customer will be required to select its method of payment when Customer sets up its Evernote Enterprise Account. Administrators and Billing Contacts of Evernote Enterprise Accounts may change payment information for Evernote Enterprise Accounts by contacting Evernote Customer Support. Billing Contacts will need to contact Customer Support and demonstrate to Evernote’s satisfaction control of the payment method last used for Customer’s Evernote Enterprise Account to make any changes.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER AND ITS END USERS MAY LOSE ACCESS TO ALL CUSTOMER ACCOUNT CONTENT IN THE EVERNOTE SERVICE IN THE EVENT THAT CUSTOMER FAILS TO PROVIDE TIMELY PAYMENT. Such access will be restored upon receipt of full payment.
All payments under this Agreement are subject to the Commercial Terms.
7. Taxes
Customer is responsible for any taxes, including, without limitation, sales, use, excise, added value, withholding and similar taxes, as well as all customs, duties or governmental impositions, excluding only taxes on Evernote's net income (collectively, "Taxes"), and Customer will pay Evernote all Fees due hereunder without any reduction for Taxes. If Evernote is obligated to collect or pay Taxes, Evernote will invoice Customer for the Taxes unless Customer provides Evernote with a valid tax exemption certificate, VAT number issued by the appropriate taxing authority and/or other documentation providing evidence that no tax should be charged. If Customer is required by law to withhold any Taxes from its payments to Evernote, Customer must provide Evernote with an official tax receipt or other appropriate documentation to support such payments.
8. Support and Maintenance
We will provide priority business support to Customer’s Administrator and End Users. Customer will, at its own expense, be responsible for providing support to its End Users regarding issues that are particular to their End Users' access of Customer’s Account (e.g., resetting passwords, suspending accounts, sharing Content, etc.). Customer will use commercially reasonable efforts to resolve any such support issues before escalating them to us.
9. Data Security
We have implemented certain technical and organizational measures designed to prevent accidental loss of and unauthorized access to and use of Content stored in Evernote Enterprise. However, we do not guarantee that unauthorized third parties will be unable to obtain access to Evernote Enterprise, and Customer acknowledges that all Content stored by Customer and its End Users in Evernote Enterprise is done so at Customer's and its End Users' own risk. In addition, Customer is responsible for ensuring that it has backed up its Content in the event of any loss of Content stored in Evernote Enterprise. In the event we become aware that a third party has accessed without authorization Customer's Evernote Enterprise Account or has obtained without authorization the credentials of an Administrator(s) for Customer’s Evernote Enterprise Account, we shall provide prompt notice to Customer’s Administrator(s) of such unauthorized access.
10. Privacy
Our Privacy Policy is published at https://evernote.com/privacy/policy. By using Evernote Enterprise, Customer acknowledges all provisions of the Privacy Policy. To the extent that we process personal data on behalf of Customer as a data processor under applicable privacy laws, the Data Processing Addendum applies and is incorporated into this Agreement.
If Customer intends to enable use of the Evernote Enterprise Service by End Users who are minors, Customer shall be responsible for obtaining any necessary parental / guardian or other permissions required under applicable laws prior to enabling such End Users' access or use of Customer’s Account. Customer must provide parents / guardians with a copy of the Privacy Policy when obtaining parental / guardian consent. Customer must keep all consents on file and provide them to us upon request.
11. Confidentiality
Each party undertakes not to disclose to any third party any information obtained from the other party (including, on the part of us, Customer Content and other information provided by Customer to us) that is designated as proprietary or confidential or which, by its nature, is manifestly apparent that it should be regarded as confidential or proprietary ("Confidential Information"), except that we may access, disclose and share such Confidential Information of Customer and its End Users to the extent necessary in order to provide the Evernote Enterprise Services hereunder and as disclosed in the Privacy Policy. Each party agrees that it shall use the same degree of care that it utilizes to protect its own Confidential Information of a similar nature to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. The confidentiality obligation in this Section does not apply to such information as the recipient can show has become known to it in a way other than having been provided under this Agreement or from the other party or to information that is in the public domain. Furthermore, Confidential Information may be disclosed insofar as such disclosure is necessary to allow a party to comply with applicable law, with a decision by a court of law or to comply with requests from government agencies or third parties that such party determines require disclosure, but then only after first notifying the other party of the required disclosure, unless such notification is prohibited. The foregoing confidentiality obligation shall apply for so long as the information constitutes Confidential Information.
12. Trademarks
We may, in our sole discretion, allow Customer to upload its logo or other trademarks (together, "Customer Trademarks") for display in the version of Evernote Enterprise accessed by End Users of Customer's Account, either in conjunction with Evernote's trademarks or as a Customer-branded service. Accordingly, Customer hereby grants us a non-exclusive license to display, perform and distribute the Customer Trademarks and to modify (for technical purposes, e.g., making sure trademarks are viewable on mobile devices as well as computers) such trademarks solely in connection with making Evernote Enterprise available to End Users of Customer's Account.
13. Reservation of Rights
Except as expressly set forth herein and in the Terms of Service, this Agreement does not grant either party any rights, implied or otherwise, to the other's intellectual property. No title to or ownership of or other right in or to Evernote Enterprise or Evernote Software is transferred to Customer under this Agreement.
14. Publicity
We may include Customer's name in a list of Evernote's Customers online and in print and electronic marketing materials.
15. Warranty to Contract
Each party represents and warrants to the others that it has the requisite power and authority under its organizational charter and governing agreements (if any) to enter into this Agreement and perform in accordance with the terms herein. Customer further represents and warrants that the individual who completes the Evernote Enterprise registration process and accepts this Agreement through the Admin Console is authorized to do so on Customer's behalf.
16. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN SECTION 15 AND THE TERMS OF SERVICE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT OF THE LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY HERETO, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES IN THIS AGREEMENT.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, WE DO NOT WARRANT THAT THE EVERNOTE SOFTWARE OR EVERNOTE ENTERPRISE SERVICE WILL MEET ALL REQUIREMENTS OF CUSTOMER OR ANY END USER, OR THAT THE OPERATION OF THE EVERNOTE SOFTWARE OR EVERNOTE ENTERPRISE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE EVERNOTE SOFTWARE AND EVERNOTE ENTERPRISE SERVICE WILL BE CORRECTED. FURTHER, WE ARE NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE OR DAMAGE OF ANY OF THE EVERNOTE SOFTWARE NOT DELIVERED BY US. WE DO NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE OR OTHER NON - EVERNOTE PRODUCTS.
17. Indemnification by Customer
To the maximum extent permitted by applicable law, Customer agrees to indemnify and hold us, our subsidiaries, parents, affiliates, officers, agents, employees, and partners harmless from and against any and all liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to (i) any Loss of Administration or (ii) claims (a) made by End Users; or (b) made by any third party relating to Customer's use of and Customer's End Users' use of any of the Evernote Software or Evernote Enterprise in violation of this Agreement, the Terms of Service or applicable laws. In the event of such claim, we will provide notice of the claim, suit or action to Customer using the contact information we have for the account, provided that any failure to deliver such notice to Customer shall not eliminate or reduce Customer's indemnification obligation hereunder, except to the extent Customer can establish that it was prejudiced by such failure.
18. Limitation of Liability
EXCEPT WITH RESPECT TO (A) CUSTOMER'S BREACH OF SECTION 2 OR 4 AND (B) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 17, (I) NO PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR ITS TERMINATION OR NON-RENEWAL AND (II) EACH PARTY'S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAYABLE BY CUSTOMER TO EVERNOTE UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.
19. Term
Unless mutually agreed otherwise in a separate written addendum to this Agreement, this Agreement shall be effective upon the Effective Date and shall remain in effect until the end of the subscription period specified in the Admin Console (the "Subscription Period"), unless and until terminated in accordance with the provisions of Section 20.
At the end of the initial Subscription Period, the Subscription Period will automatically renew for an additional Subscription Period, except as set forth below. Customer will pay Evernote the then-current Fees due for the Subscription Period. At any time prior to the end of the initial Subscription Period or any subsequent Subscription Period, Customer may cancel its Evernote Enterprise subscription or reduce the number of End Users with access to Customer’s Account though the Admin Console, which cancellation or reduction shall be effective as of the end of the then-current Subscription Period for the immediately following Subscription Period.
20. Termination and Refunds
Customer may terminate this Agreement at any time by deactivating its Evernote Enterprise Account through the Admin Console. In the event of Customer’s termination, full or partial refunds may be available pursuant to our Refund Policy. In addition, we reserve the right to issue refunds or credits at our sole discretion, or as required by applicable law. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.
We may terminate this Agreement by providing sixty (60) days written notice to Customer and will refund the prorated portion of any prepaid Fees applicable to the period after the effective date of termination.
In addition, you or we may terminate this Agreement in the event that the other commits any breach or default of the material terms of this Agreement, and fails to remedy such breach or default within thirty (30) days after written notice of such breach or default from the non-breaching or non-defaulting party. Notwithstanding the foregoing, (i) either you or we may terminate this Agreement immediately in the event of a material breach by the other party of its obligations under Section 11, and (ii) we may terminate this Agreement immediately in the event of a material breach by Customer of its obligations under Sections 2 or 4. If Customer terminates this Agreement for breach by us, Customer's sole and exclusive remedy and the entire liability of us for such breach will be a refund of fees paid by Customer to Evernote under this Agreement.
If Customer: (i) becomes insolvent; (ii) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws which Customer fails to have discharged or terminated within thirty (30) days after filing; (iii) proposes any dissolution, composition or financial reorganization with creditors or if a receiver, trustee, custodian or similar agent is appointed or takes possession with respect to all or substantially all assets or business of Customer; or (iv) Customer makes a general assignment for the benefit of creditors, we may immediately terminate this Agreement by giving a termination notice.
Termination of this Agreement shall, as of the effective date of such termination, terminate Customer's and its End Users' access to Customer’s Account and all other rights granted to Customer hereunder; provided, however, that any termination is without prejudice to the enforcement of any undischarged obligations existing at the time of termination. Following termination of this Agreement, we have no obligation to retain Customer Content and may delete all Content unless legally prohibited. Upon termination by us on less than thirty (30) days' notice, and unless prohibited by law, we will provide a mechanism for Customer to download or export Content in Customer’s Account within a limited period of time.
The following provisions of this Agreement shall survive the termination of this Agreement: Sections 2 - 7, 9 - 13, 16 - 21.
21. General Terms
a. Entire Agreement. This Agreement, together with the Terms of Service, Commercial Terms, and Supplemental Terms, constitute the entire agreement between us and Customer with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements and agreements. Any terms and conditions in a Customer-issued purchase order do not apply to this Agreement and are null and void. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. The parties further agree that in the event such provision is an essential part of this Agreement, they will negotiate in good faith a replacement provision to replicate the intention of such provision to the maximum extent permitted under applicable law.
b. Notices. Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery as follows:
If to Customer: At the email address(es) for the then current Administrator(s) for the account.
If to us: At the following address (as applicable to Customer’s Evernote Service distributor):
Bending Spoons US Inc.
169 Madison Ave, Suite 11218
New York, NY 10016
Attn: General Counsel
With a copy to legalnotice@evernote.com
If to Evernote Brasil:
Evernote Do Brasil Serviços de Aplicações Ltda
Avenida Paulista, no 2.300
Andar Pilotis
Edifício São Luiz Gonzaga
CEP: 01310-300, São Paulo/SP
Attention: Legal Notice
With a copy to legalnotice@evernote.com
The date upon which such notice is delivered shall be deemed to be the date of such notice, irrespective of the date appearing thereon. A party, through the Admin Console or upon written notice to Customer, may change the addresses, individuals and/or titles to which notices shall be sent.
c. Governing Law. If Customer is headquartered in anywhere other than Brazil , this Agreement shall be governed by and construed as an instrument under seal in accordance with the laws of the State of California, U.S., governing contracts executed and to be performed therein, but without regard to any choice of law provisions. If Customer is headquartered in Brazil, this Agreement shall be governed by and construed as an instrument under seal in accordance with the laws of Brazil governing contracts executed and to be performed therein, but without regard to any choice of law provisions. This Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
If Customer is a government or an agency or other unit of government located in the United States (a "US Government Customer") and the law establishing or otherwise governing such Customer expressly requires Customer to enter into contracts under a particular law and/or prohibits any choice of law provision imposing any law other than the law under which Customer is authorized to act (the "Mandatory Law"), then the preceding paragraph shall not apply with respect to the US Government Customer's use of the Evernote Enterprise Service while performing in its official government capacity.
If the Mandatory Law applicable to any US Government Customer prohibits such Customer from agreeing to the Arbitration Agreement in the Terms of Service, then the Arbitration Agreement shall not apply to the extent of such prohibition and with respect to use of the Evernote Enterprise Service in its official government capacity.
d. Agreement, Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be enforceable by each of the parties and their permitted successors and assigns. Except as set forth in the immediately following sentences, neither party shall assign this Agreement or any right or interest under this Agreement, nor delegate any obligation to be performed under this Agreement, without the other party's prior written consent. This Agreement shall inure to the benefit of, and be binding upon, any legal successor to all or substantially all of the business and assets of either party, where such succession occurs in connection with a merger, sale of assets, corporate restructuring or otherwise by operation of law; and we reserve the right to assign this Agreement to any of the Group Companies’ affiliates or successors. If Customer desires to request us to consent to an assignment of this Agreement, Customer shall send a formal request for consent by notice to Evernote, and should send a message through the Admin Console setting forth details concerning the requested assignment. Any attempted assignment or delegation in contravention of this provision shall be void and ineffective. Customer shall ensure that it provides the then-current passwords for the Administrator Account to any successor or assignee under this Agreement as, notwithstanding any such assignment, we shall not provide any passwords to Customer's Administrator Account to any party.
e. No Relationship. No agency, partnership, joint venture or employment is created between the parties as a result of this Agreement. Except as specifically provided herein, neither Customer nor we are authorized to create any obligation, express or implied, on behalf of the other, nor to exercise any control over the other party's methods of operation.
f. Force Majeure. If any party is prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such defaulting party will be excused from performance for the period of the delay and for a reasonable time thereafter.
g. Construction. The headings in this Agreement have been inserted for convenience and shall not modify, define or limit the express provisions of this Agreement. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require. The parties hereto confirm that (i) they had the opportunity to review this Agreement with legal counsel of their own choosing and (ii) they understand the terms of, and voluntarily and knowingly enter into, this Agreement with the intent of being legally bound by the terms hereof.
h. Waiver and Amendment. We, in our sole discretion, may amend this Agreement at any time, and in such case, we will publish a new version of the Agreement ("Amended Agreement") on the Evernote Enterprise website with a description of the changes made. In addition, we will provide Customer with advance notice of any material change to the Agreement. Customer's continued use of Evernote Enterprise after the effectiveness of any update will be deemed to represent Customer's consent to be bound by, and agreement with, the terms of the Amended Agreement. If the Amended Agreement includes any material adverse changes to Customer's rights or obligations and Customer does not wish to continue using Evernote Enterprise under the terms of the Amended Agreement, Customer may terminate the Agreement by providing Evernote written notice within thirty (30) days of being notified of the availability of the Amended Agreement. In the event of such termination, our Refund Policy will apply. Otherwise, no waiver, amendment or modification of any provision of this Agreement, and no variance from or addition to the terms and conditions of this Agreement in any purchase order or other written notification, shall be effective unless in writing and agreed to by the parties hereto. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of such right, power or remedy. No waiver of any term, condition or default of this Agreement shall be construed as a waiver of any other term, condition or default. This Agreement will not be supplemented or modified by any course of dealing or usage of trade.
In the event of a conflict, the English language version shall govern.