Everlance, Inc. - Terms Of Service

Last Revised: March, 2020

Welcome to the Everlance community!  We realize that expense tracking and tax is a serious business and we’re honored to have your trust. These terms (these "Terms") apply to your use of www.asuka1945.com and any related websites or platforms, and all other online products and services (collectively, the "Service") of Everlance, Inc. ("Everlance," "we," "us" or "our").

Accepting these Terms

If you access or use the Service, it means you agree to be bound by all of the terms below. Please read all of the terms before you use the Service. If a term does not make sense to you, please let us know. If you don't agree to all of the terms below, you may not use the Service. This Agreement is entered into between you and Everlance. If you have been provided access to the Service through your relationship with a third-party company, you acknowledge that such company is not a party to this Agreement.

Changes to these Terms

We encourage you to review the Terms regularly to know about our practices. We may change these Terms from time to time. For example, we may change these Terms if we come out with a new feature. If we make changes, we will let you know by revising the date at the top of the policy and, in some cases, provide you with additional notice (such as sending you an email notification). Any changes we make to these Terms will be effective when we post them. If you use the Service after we have posted the changed Terms, then you have accepted the changes to these Terms.

Privacy Policy

For information about how we collect, use and share information about you via the Service, please see our Privacy Policy.

Description of the Service

Everlance provides a service to help people track revenue, expenses, and other important financial data. Independent contractors, employees, and others use the service to manage various aspects of their business. Everlance allows and facilitates for users to pass their data to employers for reimbursement or tax professionals to help them prepare their tax returns. Everlance is in no way liable for information you share using the Services. Everlance offers additional services such as a subscription to Everlance Premium or access to an Everlance Savings Account, which are detailed below.

For more information about the Service, please contact us at support@asuka1945.com.

Right to Use the Service

On the condition that you fully comply with these Terms, Everlance grants you a limited, nonexclusive, non-transferable and revocable license to access and use the Service.

Except as expressly ized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Service; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Service; (c) disassemble, decompile or reverse engineer any of the software components of the Service; (d) copy, frame or mirror any part of the Service; (e) interfere with or disrupt the integrity or performance of the Service; or (f) attempt to gain unized access to the Service or its related systems or networks.

Creating an Account with Everlance

When you create a member account, you agree to maintain the security of your password and accept all risk that someone may access your account without your permission. As a user you are also aware that a compromised password can lead to your sensitive and personal information being leaked. If you discover or suspect any Service security breaches, please let us know as soon as possible. You represent and warrant to us that all information that you provide in connection with your account is accurate, truthful, current and complete. Everlance reserves the right to deny, deactivate, or terminate any account at our discretion.

Integrating a Bank Account

If you use the portion of our Services that permits you to interact with a third-party bank account or card account via our Services (“Bank Account”), you ize us or our designated third-party service provider to access your Bank Account via the Services on your behalf and to process Bank Account information via the Services. You represent and warrant that you have the right to access and use any Bank Account and to grant the foregoing ization.

Everlance uses Plaid Technologies to connect to financial institutions. If you connect using Plaid you also agree and acknowledge that the personal and financial information you provide through your financial institution will be treated in accordance to Plaid’s Privacy Policy, the details of which can be found at https://plaid.com/legal/#Privacy-Policy

License

Subject to the terms, conditions and limitations set forth in the Terms, Everlance Inc. grants you a nonexclusive, non-transferable and revocable license to use Everlance on any mobile device that you own or control. The terms of the license will also govern any upgrades provided by Everlance Inc. that replace and/or supplement the original Everlance, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.

Restrictions

You agree not to do, or ize or permit any third-party to do, any of the following: (i) distribute or make Everlance available over a network where it could be used by multiple devices at the same time; (ii) rent, lease, lend, sell, redistribute or sublicense Everlance; (iii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of Everlance, or any updates or any part thereof (except as and only to the extent any of these restrictions are prohibited by applicable law); or (iv) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in Everlance. If you violate any of the restrictions set forth in the Terms, your use of Everlance will immediately cease, and you will have infringed the copyright and other rights of Everlance Inc., which may subject you to prosecution and damages. Everlance Inc. reserves all rights not expressly granted to you in the Terms.

Subscription Terms

Subscriptions renew automatically for successive monthly or annual subscription periods (as applicable) until cancelled. If you initiated your Everlance subscription through Apple or Google you can visit their respective support pages online for information about managing your auto-renewing subscription. If you initiated your Everlance subscription from Everlance, please contact Everlance at support@asuka1945.com with your formal request for cancellation. Cancellations received with at least 7 days prior notice are effective at the end of the then-current subscription period; cancellations received fewer than 7 days before the end the then-current subscription period are effective at the end of the next subscription period. Everlance Inc. may cancel your subscription with or without cause at any time. If Everlance Inc. cancels your subscription without cause before the end of your subscription period, you may be entitled to a refund (prorated for the time remaining on your subscription period). Otherwise, subscriptions are non-refundable except as expressly set forth in writing by Everlance. Termination of your Everlance subscription will automatically terminate these Terms.

Fees For Using The Service

We charge a fee (the “Subscription Fee”) for Everlance Premium. Use of the basic Everlance app is free, but access to certain features are available through a subscription. “Everlance Premium” is available as a monthly subscription or prepaid annual subscription. The current amount of the Subscription Fee is disclosed on the Website and in the App. The Subscription Fee may be paid by credit card or we may debit the Subscription Fee on a monthly or annual basis from your Bank Account pursuant to your ACH ization. The Subscription Fee is non-refundable, except as otherwise required by applicable law. We may change the amount, frequency, and debit date of the Subscription Fee from time to time in our sole discretion. We will notify you in advance of any change to the Subscription Fee by sending you an email, by posting a notice on the Website and the Application, and/or by any other method permitted by applicable law. By accessing or using the Services after any change to the Subscription Fee takes effect, you agree to pay the Subscription Fee, as modified.
You may contact us at any time to cancel your subscription by emailing support@asuka1945.com with your request.

Everlance Savings Account

Everlance offers the ability for users to set aside money for taxes or other purposes. By using the Everlance Savings Account Service you agree to the following additional terms.

Eligibility to Use Everlance Savings Account

You may use the Services only if you: (i) are 18 years or older and capable of forming a binding contract with Everlance; (ii) are a United States citizen (or a legal U.S. resident); (iii) hold a bank deposit account or a credit union share draft account with a U.S. financial institution (any such account, a “Bank Account”); and (iv) are not barred from using the Services under applicable law. We refer to a bank and a credit union interchangeably as a “bank”. If your Bank Account is a joint account, you represent and warrant that you have the ity to bind the absent account holder and to enter into these Terms.

Registering and Account Information

If you want to use the Everlance Savings Account Service, you’ll have to create an account with Everlance (an “Everlance Account”). Everlance is not a bank and an Everlance Account is not a bank account. An Everlance Account includes your agreements with Everlance and gives you ownership of the funds you place in the Everlance Savings Account (defined below). You can create an Everlance Account by using an email address and password via the App, and to the extent that the functionality of the Services allows it, via the Web Site. In order to create your Everlance Account, you will also need to provide certain information requested by us, such as your name and cellular phone number. So that we can provide the Services to you, you may also need to provide the online credentials details of your Bank Account, such as the username, password and/or other credentials that allow you to access your Bank Account on the Internet.

For our compliance purposes and in order to provide the Services to you, you hereby ize us (or our third party service providers) to obtain, verify, and record information and documentation that helps us verify your identity and Bank Account details. When you create your Everlance Account and from time to time thereafter, we may require you to and you hereby agree to provide and/or confirm information and documentation that will allow us to identify you, such as:

It’s important that you provide us with accurate, complete and up-to-date information for your Everlance Account and your Bank Account, and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Everlance Account. You agree that you won’t disclose your Everlance Account password to anyone and you’ll notify us immediately of any unized use of your Everlance Account. You also agree not to transfer your Everlance Account to any third party. You’re responsible for all activities that occur under your Everlance Account, whether or not you know about them.

Everlance Savings Account

The Services allow you to use a free account through the App named here as the “Everlance Savings Account”, but may be presented in the App or other communications as “Everlance Tax Vault” or “Automatic Tax Withholding Account” or other terms. We use the term “Everlance Savings” to refer to the Services associated with the Everlance Savings Account. The funds in your Everlance Savings Account are held at FDIC-insured banks for your benefit. Your funds and the funds of all other participants in Everlance Savings are held in a custodial account for your benefit and the benefit of those other participants. Everlance’s system keeps track of how much money is yours. You are the legal owner of your money in the Everlance Savings Account. Everlance is not a bank and Everlance has no ownership of any funds in the Everlance Savings Account.

Based upon a variety on inputs such as how much independent income we detect you make, your preferences on savings, and other inputs we identify funds in your Bank Account that may be put towards your savings, and based upon your ACH ization provided below, we may periodically transfer funds from your Bank Account to the Everlance Savings Account via ACH.

The Everlance Savings Account may be used to help users save money for taxes. Everlance is in no way providing guidance or professional advice on taxes. The Everlance Savings Account and Automatic Savings Rate is for helping save money and is not to be considered an estimate of tax liability or in any way advice from Everlance on a user’s tax situation.

The funds in the Everlance Savings Account are FDIC-insured up to $250,000 per user, subject to the FDIC’s rules about deposit insurance. For example, if you have a separate deposit account in your name at the same bank where Everlance stores its pooled deposit accounts, then the FDIC may count the funds in your separate account towards the FDIC’s $250,000 insurance limit. We may from time to time move funds between the Everlance Savings Account and another pooled custodial bank account maintained by Everlance, for liquidity, backup and storage purposes, or other purposes, but this will not affect your ability to access the funds that are held in the Everlance Savings Account on your behalf and you remain the legal owner of your funds. Your funds will remain in the Everlance Savings Account until you instruct us to transfer any or all of your funds from the Everlance Savings Account to your Bank Account by requesting the transfer in the App. We will use commercially reasonable efforts to transfer your requested funds from the Everlance Savings Account to your Bank Account within 3 business days after we receive your request. It is important for you to know the amount of funds available to you in the Everlance Savings Account before instructing us to transfer funds from the Everlance Savings Account to your Bank Account. If you do not have sufficient available funds in the Everlance Savings Account to cover the amount of the requested transfer, your request for the transfer will be declined. We may also transfer funds from the Everlance Savings Account to your Bank Account without notice to you upon the closure of your participation in Everlance Savings and at any time if required by applicable law or if we, in our sole discretion, suspect that the Services are being used for illicit purposes or otherwise in violation of these Terms.

By utilizing the services, your beneficial funds may be held at nbkc bank in an omnibus custodial account (“Omnibus Account”). In its ordinary course of business, nbkc bank may utilize a “Deposit Network Service” to deposit funds from the Omnibus Account into other FDIC insured banks (“Network Banks”). In the event funds from the Omnibus Account are deposited into Network Banks via the Deposit Network Service, nbkc bank will deliver funds to a custody bank (“Custodian Bank”) participating in the Deposit Network Service. In the event any of your beneficial funds from the Omnibus Account arrive at a Network Bank through a Deposit Network Service, they may be eligible for FDIC insurance, however, in the event you or nbkc bank have funds, either directly or indirectly, at any of the Network Banks, such deposit insurance coverage may be adversely affected, and the principal and any accrued interest may not benefit from FDIC insurance, even if the total amount deposited in that Network Bank through the Deposit Network Service is less than the Standard Maximum Deposit Insurance Amount, as then provided by the FDIC. In addition, in the event of a failure of a Network Bank, you may be requested to provide certain personal information for the purposes of processing a claim to seek the associated FDIC insurance. In the event you do not provide such information on a timely basis, it is possible the beneficial funds will not benefit from FDIC insurance. By utilizing the services, you ize nbkc bank to utilize a Deposit Network Service as described and acknowledge that any associated beneficial principal balance and any accrued interest may or may not benefit from FDIC insurance.

You may not use your funds in the Everlance Savings Account to make purchases, withdraw cash from an automated teller machine or by any other means, transfer funds to third parties, or for any other purpose. You are solely responsible for determining whether the funds debited from your Bank Account and the funds maintained for you in the Everlance Savings Account are acceptable to you. We are not responsible for any third party fees that may be incurred as a result of using the Services, including, but not limited to, fees you may incur as a result of maintaining insufficient funds in your Bank Account. We are not responsible for ensuring your Bank Account has sufficient funds for your needs, purposes, or transactions. While we work hard to transfer funds from your Bank Account when we think you can afford it, we cannot guarantee that our calculation of what we think you can afford to save through Everlance Savings won’t cause an overdraft or trigger an insufficient funds fee in your Bank Account.

Bank Account Verification

The Bank Account Verification process helps ensure your Bank Account is compatible with Everlance and supports ACH transfers. To successfully verify your Bank Account we access your Bank Account by our data integration partner, Plaid.

Your ization for ACH Debits and Credits

By creating an Everlance Account and using the Services, you provide your electronic signature to this Terms of Use and you ize Everlance to electronically debit and credit your Bank Account via the Automatic Clearing House (“ACH”), and, if applicable, to correct erroneous debits and credits via ACH. If you choose to participate in Everlance Savings, Everlance will analyze the cash flow in your Bank Account and suggest an initial future withdrawal rate, the Automatic Savings Rate, between 0 and 50% that we think you can afford to save each week. When future deposits to your Bank Account arrive Everlance will debit your Bank Account in accordance to your savings rate. This funds will be transferred to Everlance Savings. Your continued use of the Services and participation in Everlance Savings will reaffirm your ization to debit that amount from your Bank Account.

You may stop Automatic Savings, change the Automatic Savings Rate, or stop a pending transfer from within the App. You have the right to receive notice of any change to the Automatic Savings Rate. While you have automatic savings turned on, we will transfer money from your Bank Account to the Everlance Savings Account. We may vary the days of the week on which we initiate transfers. Some weeks we may not transfer any of your funds to the Everlance Savings Account.

We try to avoid overdrafts but, despite our efforts, a transfer to Everlance Savings may cause an overdraft in your Bank Account and your bank may charge you an overdraft or insufficient funds fee. Such fees are retained by your bank; we do not receive any portion of such fees. If you are charged such a fee, please let us know. In some cases, we can credit your Bank Account for the amount of the fee.

You acknowledge that the electronic ization contained in this section represents your written ization for ACH debit transactions as provided in this section and will remain in full force and effect until you notify Everlance that you wish to revoke this debit ization in one of two ways:

You must notify us that you are exercising your right to stop a debit or revoke your ization for automatic debits at least 3 banking days before the next scheduled debit date. Similarly, if you turn off automatic savings, that change in your settings may not take effect or stop a pending debit transaction for up to 3 banking days. If you turn off automatic savings or notify us that you are revoking this debit ization, but you do so less than 3 banking days before the next scheduled debit date, we may nonetheless attempt, in our sole discretion, to cancel that scheduled debit transaction. However, we assume no responsibility for our failure to do so.

In addition, by agreeing to these Terms, you ize Everlance to electronically debit your Bank Account via ACH as follows: You agree to cooperate with us in correcting errors that may occur as part of the Services. If you receive funds or a credit in an amount greater than what you are entitled to receive under the Services and these Terms, then you agree to immediately return and pay such excess amount to us. You agree that we and our agents may reverse, withdraw or cancel any debit, transaction or item that provided you with funds in error. You agree that an error occurred if we or our agents send any funds to you after we receive evidence indicating that you defrauded us or provided us or our agents with false information. You agree that we may initiate a new ACH debit to your Bank Account in an amount equal to such overpayment plus the amount of expenses we incurred in recovering such overpayment, including the amount of your obligations, if any, under the “Indemnity” provision below. This paragraph shall survive termination, discontinuation, or cancellation of the Services or your Account for any reason.

In addition to any of your other representations and warranties in these Terms, you represent that: (i) your browser is equipped with at least 128-bit security encryption; (ii) you are capable of printing, storing, or otherwise saving a copy of this electronic ization for your records; (iii) the ACH transactions you hereby ize comply with applicable law; and (iv) your email address on record with us is yours and that email address is accurate and up-to-date.

Tax Estimation

Everlance may provide estimated tax information via the App or Website. Everlance provides this information based solely on information and data provided by you to Everlance or from third parties with your consent.

The Services provided are not and shall not be deemed to be legal, financial, accounting, investing, tax or other advice. Your financial situation is unique and any inference you make of the information presented to you by Everlance may not be appropriate to your situation. You should consult with your own legal, financial, accounting, or tax advisors. You agree that Everlance is not acting as your agent or fiduciary in connection with your use of the Services.

Everlance Rewards

Everlance may choose to pay you based on the amount of money you hold in the Everlance Savings Account and the length of time that the money is held in the Everlance Savings Account. Everlance may refer to such payments as “rewards”, “fees”, “bonuses”, or other labels or designations. Everlance may in its sole discretion begin paying such amounts, reduce such payments, change the methods of calculating such payments or discontinue making such payments altogether. Such payments by Everlance or commitments to make such payments do not create or imply a debtor/creditor relationship between you and Everlance. If Everlance chooses to make such payments, then Everlance’s obligation, if any, to do so is not guaranteed or insured by the FDIC or any other person. If Everlance were to go out of business before paying accrued amounts, you likely would not receive those accrued and unpaid amounts.

Everlance may also choose to pay you based on actions you take in the App, such as linking a bank account or signing up for Everlance Premium, or other actions. Everlance may refer to such payments as “bonuses,” “gifts" or other labels or designations. Everlance may in its sole discretion begin paying such amounts, reduce such payments, change the methods of calculating such payments or discontinue making such payments altogether. These payments are only valid for bank accounts that have not been used with the App previously, and you are only eligible to receive a single type of payment once.

Payments by Everlance may constitute taxable income to you, although Everlance does not provide any tax advice and strongly suggests that you consult with your tax adviser on any tax questions.

Discount and Service Codes

From time to time Everlance Inc. might issue codes that allow you to receive a discount to Everlance Premium or other benefits, depending on the type of service code. Service codes must be redeemed at the time you order a subscription to Everlance and cannot be combined with any other discounts, promotions or offers without Everlance Inc.’s express consent. Redemption of service codes is subject to Everlance Inc.’s approval and valid registration with Everlance. Service codes are not transferable except with Everlance Inc.’s express consent. You are solely responsible for the payment of any taxes that you incur as a result of using any service code. Additional services code terms may apply.

Informational Purposes Only

All tools and content provided by Everlance via the Services is for your basic informational purposes only. Everlance does not provide professional or legally binding tax, health or legal services. It is up to you in your sole discretion to decide whether or not to utilize the platform provided by Everlance. While we offer information and tools to help you manage your business, we do not provide professional advice and have no liability for your reliance on any information obtained through your use of the Services (whether provided by Everlance or its users). If you elect to use Everlance to find professional guidance for your taxes, the advice and service you receive on your tax return is between you and the professional—Everlance is not responsible for the quality of advice or professional and you may be subject to the tax professional's own Terms and Conditions.

Everlance’s Rights

As between you and Everlance, all information, materials and content of the Service, including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms and other content is owned by Everlance or is used with permission. You own all of your Content. However, when you post, link or otherwise make available Content to the Service, you grant us a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content throughout the world in any manner or media, on or off the Service. Everlance reserves all rights not expressly set forth in these Terms.

Third Party Materials

We may make third party content or services available on or through the Services as a convenience to our users (for example, links to third party websites) ("Third Party Materials"). Our users may also include Third Party Materials in the Content that they post to the Service. We do not control or endorse any Third Party Materials nor are we responsible for reviewing the accuracy of any Third Party Materials. Your business dealings or correspondence with third parties, and any terms, conditions, warranties or representations applicable to any Third Party Materials, are solely between you and the applicable third party. When you leave our Services, you should be aware that these Terms and all other Everlance policies no longer govern your use of other websites and services.

Personal Data Collected by Third Parties

We may receive Personal Data about you from other sources such as in-app chat support, email, telephone, or from companies that distribute the Services by way of a co-branded or private-labeled website, companies that offer their products and/or services via the Services, or companies that provide services (such as payment processing services) in connection with the Services (collectively, “Partner Companies”). Our Partner Companies may supply us with Personal Data, such as your name and e-mail and mailing address information. We may add this information to what we have already collected via our Services in order to perform and improve the Services.

This Privacy Policy applies only to the use and disclosure of Personal Data that we collect while you use the Services. Our provision of a link to any other website or location is for your convenience and does not signify our endorsement of such other website or location or its contents. When you click on such a link, you will leave our site and go to another site. During this process, a third party may collect Personal Data or Anonymous Data from you. Your connection to and use of such third party website and/or services are subject to such third party’s terms and conditions and privacy policy.

Location Information

Everlance collects location information and it will be used and disclosed as set forth in the Privacy Policy. You acknowledge and agree that by accepting the Terms you are consenting to Everlance Inc.’s collection, use, disclosure and storage of your location information.

You may revoke your consent with respect to Everlance’s collection, use, disclosure and storage of your location information at any time by contacting support@asuka1945.com and deleting the app from your mobile device. Please know that if you revoke your consent by doing one of the foregoing or you delete or deactivate your account, we may retain certain information as required by law or for legitimate business purposes. We may also retain cached or archived copies of information about you for a certain period.

If you consent to our collection of location information and you do not subsequently stop the collection of this location information, Everlance Inc. will continue to collect this location information.

If you consent to our collection of location information, subsequently stop the collection of this location information and later consent to the collection of this location information, Everlance will resume the collection of location information.

Third-Party Beneficiary

The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce any of the terms and conditions of the Terms against you as a third-party beneficiary thereof.

Everlance Referral Program Terms and Conditions

These Referral Program Terms and Conditions (these "Referral Terms") set forth the terms and conditions pursuant to which you may participate in our referral program (described below). These Referral Terms are in addition to the Terms of Service available at /terms-of-service, and are hereby incorporated by reference into our Terms of Service. Capitalized terms not defined herein are defined in our Terms of Service.

Referral Program Description

From time to time, Everlance may offer a referral program (“Referral Program”) to its users (“Referring Users”) permitting such Referring User to earn Everlance credits by inviting or referring another person who does not have a current or past paid Everlance account (a “Referred User”), to sign up for a paid subscription to Everlance using the Referring User’s Referral Link (defined herein). Referred Users and Referring Users are eligible for a one-time discount or credit on their first annual subscription fee when they use a Referring User’s Referral Link to sign up for an account, as further described in these Referral Terms.

Acceptance of these Referral Terms

By participating in the Referral Program in any way, you agree to be bound by these Referral Terms. If you do not agree to all of the terms and conditions of these Referral Terms, you may not participate in the Referral Program. We reserve the right to change any of the terms and conditions contained in these Referral Terms at any time and in our sole discretion by posting revised Referral Terms in accordance with our Terms of Service. If you do not agree to these Referral Terms or any revised version of these Referral Terms, your sole recourse is to terminate your participation in the Referral Program. Except as otherwise expressly stated by us, your participation in the Referral Program is subject to, and constitutes your acceptance of, the version of these Referral Terms in effect at the time of your participation in the Referral Program. While Referral Links (defined below) do not expire, any changes to these Referral Terms will apply to use of a Referral Link by a Referred User even if the Referral Link was sent prior to the revised Referral Terms effectiveness.

Earning a Credit or Discount

When you register for a Everlance account, or from time to time thereafter, we may provide you with a hyperlink, text link, badge, button, or other code via email, text message or other format containing a URL link unique to your Everlance account (a "Referral Link"), which you may share with your contacts, either by email, text, social media, or other means as prompted by the Everlance services, or by other means outside of the Everlance services. Subject to these Referral Terms, within 30 days of a Referred User completing a Qualifying Sign Up (defined herein), we will send you an email containing a confirmation of your credit or discount along with instructions on how to redeem your reward. It is your responsibility to provide Everlance with a current email address through the Everlance Services in order to ensure timely receipt of any claim code. A "Qualifying Sign Up" means the first time a Referred User signs up for the Everlance services and subscribes to an annual subscription and uses the Stripe™ payment processing option through the Services. Notwithstanding the foregoing, Referring Users will not be eligible to receive a credit or discount if we determine in our sole discretion that (i) the Referred User has previously signed up for an annual subscription account; (ii) if the Referred User cancels their annual subscription within 30 days of the Qualifying Sign Up; or (iii) if a Referring User has terminated its account within 30 days of the Qualifying Sign Up. Referring Users are not eligible to receive more than a total of $1,000 in Everlance Credit.

Referred User Discount

Subject to these Referral Terms, a Referred User will receive a discount (the “Discount”) toward an annual subscription to Everlance or credit (the “Credit”). Referred Users will be required to register and to accept our Terms of Service in order to use the Everlance services and to take advantage of the Discount or Credit. The Discount shall only apply toward a Referred User’s first annual subscription fee, and without limiting the foregoing, will not apply to (I) subsequent renewal subscription fees; (ii) any subscription plan other than the annual plan, including the monthly subscription plan, or (iii) any other fees or charges which may apply to a Referred User’s use of the Everlance services. The Credit shall not renew and will be applied against Everlance fees.

Restrictions and Limitations

We reserve the right to investigate any suspicious or inappropriate activity relating to the Referral Program. You may not engage in any fraudulent or deceitful behavior in connection with the Referral Program, including, without limitation, if you, directly or indirectly, offer any person a financial or other incentive to complete use your Referral Link or attempt to redirect traffic from, or divert Referral Rewards from, any other participant in the Referral Program. You may not use “bots,” “spambots,” “scrapers,” or any program or means designed to automatically send your Referral Link to third parties, or attempt to use your own Referral Link by registering for an additional account with Everlance. Referring Users and Referred Users will not be eligible to receive a Credit or Discount, respectively, if such user violates these Referral Terms or the Terms of Service. We reserve the right, in our sole discretion, to delay the delivery of a Gift Card or the honoring of a Discount while we investigate your participation in the Referral Program or any use of a Referral Link.

Non-Exclusive

The Referral Program is non-exclusive. You acknowledge and agree that we may, at any time, solicit customer referrals via any method in our sole discretion.

Termination or Suspension of Referral Program

You may stop participating in the Referral Program at any time. We may, in our sole discretion, suspend, limit, or terminate the Referral Program and terminate these Referral Terms and Conditions for any reason at any time, with or without providing notice to you. Termination of the Referral Program and these Referral Terms will not automatically result in the termination of our Terms of Service or your Everlance account, unless otherwise specified by us. However, termination of our Terms of Service or your Everlance account will result in the automatic termination of your participation in the Referral Program and termination of these Referral Terms. Upon termination of these Referral Terms, you must immediately cease all use of Referral Links, and any Gift Cards earned but unpaid as of the date of termination will remain payable, unless we terminate these Referral Terms for your breach of these Referral Terms or our Terms of Service. Provisions of these Referral Terms that, by their nature, should survive termination of these Referral Terms will survive termination of these Referral Terms.

Privacy

When a Referring User shares their Referral link with a third party through the Everlance services, we may collect certain information about such third party as provided by the Referring User. Please see our Privacy Policy for information about how we collect, use, and disclose such information.

Contact Us

If you have any questions, comments, or concerns regarding these Referral Terms or the Referral Program, please contact us at support@asuka1945.com

Feedback

Any suggestions, comments or other feedback you give us about the Service will be our confidential information. We are free to use, disclose, reproduce, license, distribute and exploit this feedback as we see fit, without compensation to you or any obligation or restriction because of any intellectual property rights or otherwise.

Relationship with Everlance

Your use of the Services does not create any other type of relationship between you and Everlance, including but not limited to any agency, partnership, joint venture, or employment relationship, or any obligations by Everlance to you or any other User except as otherwise expressly stated in these Terms or other written agreement signed by an ized agent of Everlance.

Disclaimers

THE SERVICE AND ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) ARE PROVIDED TO YOU ON AN AS-IS OR AS-AVAILABLE BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE (INCLUDING THIRD PARTY MATERIALS) WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL EVERLANCE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR TO THE SERVICES OR ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES (INCLUDING THIRD PARTY MATERIALS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, BY STATUTE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES OR ARE AWARE OF THE POSSIBILITY OF THESE DAMAGES; AND (B) THE AGGREGATE LIABILITY OF EVERLANCE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING AS A RESULT OF EVERLANCE’S ALLEGED NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY AMOUNTS PAID BY YOU TO EVERLANCE FOR THE SERVICES.

Indemnification

You will defend, indemnify, and hold us harmless from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to any conduct with respect to the Service or violation (or alleged violation) of these Terms or the rights of any third party by you or any person using your Everlance account.

Changes to the Service

Everlance reserves the right in our discretion to review, improve, change or discontinue, temporarily or permanently, the Service and/or any features, information, materials or content on the Service with or without providing notice to you. Everlance will not be liable to you or any third party for any changes or discontinuance of the Service or any part of the Service.

Consent to Electronic Communications

By using the Service, you agree that we may communicate with you electronically regarding your use of the Service and that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@asuka1945.com.

Notice for California Users

If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

Suspension and Termination

Everlance may suspend or terminate your rights to access or use the Service for any reason or for no reason at all and with or without notice at Everlance's discretion. All of the terms of these Terms (excluding our license grants to you) will survive any termination or suspension. You may cancel your account at any time by contacting us at support@asuka1945.com.

Governing Law; Arbitration

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH EVERLANCE AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EVERLANCE.

In the event of any controversy or claim arising out of or relating in any way to these Terms or the Service, you and Everlance agree to consult and negotiate with each other and, recognizing your mutual interests, try to reach a solution satisfactory to both parties. If we do not reach settlement within a period of 60 days, then either of us may, by notice to the other demand mediation under the mediation rules of the American Arbitration Association in San Francisco, California. We both give up our right to litigate our disputes and may not proceed to arbitration without first trying mediation, but you and Everlance are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Except as otherwise required under applicable law, you and Everlance intend and agree: (1) not to assert class action or representative action procedures and agree that they will not apply in any arbitration involving the other; (2) not to assert class action or representative action claims against the other in arbitration or otherwise; and (3) will only submit individual claims in arbitration and will not seek to represent the interests of any other person or entity.

If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in San Francisco, California. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing party may be awarded its attorneys' fees and expenses by the arbitrator. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.

General

Enforcement of these Terms is solely at Everlance’s discretion. Failure to enforce any part of these Terms in some instances does not constitute a waiver of our right to enforce the same or other part of these Terms in other instances. If any provision of these Terms is or becomes unlawful, void or otherwise unenforceable (including the warranty disclaimers and liability limitations above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect. As used in these Terms, "including" means "including (without limitation)." The section headings these Terms and are for reference purposes only and will not affect the meaning or interpretation of these Terms.

GDPR Compliance

Everlance is committed to being GDPR compliant. Read more about our GDPR guidelines: https://help.asuka1945.com/hc/en-us/articles/360004069012.

Developer Name and Address

Any end-user questions, complaints or claims with respect to Everlance should be directed to: Everlance, Inc.

Everlance, Inc.

599 3rd St. Unit 210
San Francisco, CA 94107

Email: support@asuka1945.com