Effective Date: August 28, 2017 - What’s new »
Welcome to Evernote! We invite you to access our websites and use the Evernote service, but please note that your invitation is subject to your agreement with these Terms of Service. This document describes in detail your rights and our rights relating to the provision of the Service (as defined below), so please review these Terms carefully.
What Are the Terms of Service?
The Terms of Service constitutes a contract between Evernote and you. The Terms include the provisions set forth in this document and in the Evernote Privacy Policy, Commercial Terms, Evernote Business Agreement, User Guidelines, IP Compliance Program and other terms or conditions that may be presented by us and accepted by you from time to time in connection with specific Service offerings (all of which we collectively refer to as the “Terms of Service” or “Terms”). If you do not agree to these Terms, you do not have the right to access or use our Service. If you do register for or otherwise use our Service you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract.
By using the Service, you acknowledge, accept and agree with all provisions of the Privacy Policy, including, without limitation, the use and treatment of the text, images, and other data you choose to input, upload, or store in Evernote (collectively, “Content”) and your personal information in accordance with such Privacy Policy.
What Is the Evernote Service?
The Evernote Software (as defined below), the Evernote service, and other products, services and websites hosted or made available by Evernote, including, for example our App Center, User Forum, and Help & Learning pages are collectively referred to in these Terms as the “Service”. In exchange for being enabled to use the Service, you agree to abide by these Terms.´
If This Is a Contract, Who Are the Parties?
You, the Account Holder, are one party to this contract. (An Account Holder is the person or entity who has contracted with Evernote as either an individual Basic, Plus, or Premium user or as a Customer as defined in our Evernote Business Agreement.)
If you reside in the United States or Canada, then the other party to this contract is Evernote Corporation, a corporation headquartered in California. If you reside in Brazil, then the other party to this contract is Evernote do Brasil Serviços de Aplicações Ltda., a company headquartered in the city of São Paulo, State of Sao Paolo, Brazil (“Evernote Brasil”). If you reside outside of the United States, Canada and Brazil, then the other party to this contract is Evernote GmbH, a company headquartered in Zurich, Switzerland. (Evernote Corporation, Evernote GmbH and Evernote Brasil, as applicable, may be referred to in these Terms of Service as “Evernote,” “we” and sometimes “us”).
On some occasions, you may be purchasing products or service subscriptions from an authorized reseller. Please review our Commercial Terms for information about additional contract terms relating to such purchases.
Is This the Only Contract I Have with Evernote?
It depends upon how you interact with the Evernote service and our software applications. If you install any Evernote Software on your computing devices, you may be asked to agree to an end user license agreement. If you pay for an Evernote subscription, you will be asked to agree to the Commercial Terms. If you use related Evernote products or services (such as Evernote Business) or participate in our User Forum, you may also need to enter into a separate agreement with us (usually by clicking “accept” or “agree”). We refer to each of these as a “Separate Agreement.” If that happens, the Separate Agreement shall take precedence if there is a conflict between those terms and this Terms of Service document, to the extent of such conflict and with respect to the particular subject matter of that Separate Agreement.
Will These Terms of Service Ever Change?
These Terms may be amended as new features, technology, or legal requirements arise, so please check back from time to time. If we make a significant change, we’ll notify you and, where required, seek your consent.
If we do update these Terms, you are free to decide whether to accept the updated terms or to stop using our Service (see “How is My Account Closed” below); your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms. Except for changes made by us as described here, no other amendment or modification of these Terms shall be effective unless set forth in a written agreement expressly amending these Terms and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.
What Do I Have to do to Use the Evernote Service?
First, you need to create an Evernote service account. You create an account by providing us with an email address and creating a password. (Some older accounts also required a username.) We refer to this as your “Basic Subscriber Information”. We encourage you to use a distinct and non-obvious password that is different from passwords you use for any other service. You are responsible for maintaining the accuracy, completeness and confidentiality of your Basic Subscriber Information, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided your Basic Subscriber  Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Basic Subscriber Information secure. If you discover any unauthorized use of your Basic Subscriber Information or suspect that anyone may be able to access your private Content without authorization, you should immediately change your password and notify our Customer Support team.
Second, you will need to access your account through a web browser or by installing our client software on your computers, tablets and phones. Obtaining those devices and paying for their connectivity and data plans is your responsibility. Evernote also has no responsibility for the availability of the Internet and other telecommunication services necessary to access the Service.
Can I Share My Account with Someone Else?
Evernote service accounts should not be shared. If you share your Basic Subscriber Information with anyone, that other person may be able to take control of the account, and we may not be able to determine who is the proper Account Holder. We will not have any liability to you (or anyone you share your Basic Subscriber Information with) as a result of your or their actions under those circumstances. Since you may use a free Evernote service account, and since we provide a number of mechanisms to allow you to share your account Content with others, we strongly urge you not to share your information with anyone, unless you are doing so as part of your estate planning purposes, as discussed below.
Once I Have an Account, What Are My Rights in the Evernote Service?
Once your account is created and you accept these Terms, we grant you a limited, non-exclusive license to use the Service subject to these Terms, for so long as you are not barred from receiving the Service under the laws applicable to you, until you close your account voluntarily or until we close your account pursuant to these Terms. In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Evernote Software provided to you by or on behalf of Evernote, for the sole purpose of enabling you to use the Evernote Software and enjoy the benefit of the Service, subject to any applicable license terms provided with the Evernote Software and these Terms, until your rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in Evernote or the Service.
Evernote’s Data Protection Laws Say My Data Is Mine – What Does That Mean?
You retain copyright and any other rights you already held in your Content before you submitted, posted or displayed it on or through the Service. But you do have to grant Evernote a limited license, as described below, so we can make your data accessible and usable on the Service. Other than this limited license and other rights you grant in these Terms, Evernote acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Content.
What Is the License I Have to Grant to Evernote?
In order to enable Evernote to operate the Service, we must obtain from you certain limited license rights to process your Content that is covered by intellectual property rights so that technical actions we take in operating the Service are not considered legal violations. For example, copyright laws could prevent us from processing, maintaining, storing, backing-up and distributing certain Content, unless you give us these rights. Accordingly, by using the Service and uploading Content, you are granting Evernote a license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) and reproduce such Content to enable Evernote to operate the Service. You also agree that Evernote has the right to elect not to accept, post, store, display, publish or transmit any Content in our sole discretion.
You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as your Content is stored with us), and include a right for Evernote to make such Content available to, and pass these rights along to, others with whom Evernote has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if Evernote determines such access is necessary to comply with its legal obligations.
If you elect to use any third party service or application that is integrated with Evernote, you also agree that the licenses granted to Evernote in the preceding paragraph shall apply to Content that is submitted or uploaded through such third party service or application. If the third party service or application you elect to use would access or extract Content, you grant Evernote the right and license to enable third party access to and extraction of your Content. Evernote does not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.
As we rely upon your rights to upload and distribute your Content, you represent and warrant to Evernote that (1) you have the unfettered legal rights and authority to submit your Content to Evernote, to make any other use, publication or other distribution of that Content in your use of the Service, and to grant the rights granted to Evernote under these Terms; and (2) your Content complies with our User Guidelines and these Terms.
Finally, you understand and agree that Evernote, in performing the required technical steps to provide the Service to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media.
What Other Assurances Do I Have to Grant to Evernote?
When you use the Evernote service to send messages to an email address, to a telephone number via SMS, or through a social media account (e.g., Facebook or LinkedIn) that has not been linked to an Evernote account, Evernote sends such messages on your behalf, and we are relying on your representation to us that you have a direct relationship with the recipient(s) and that you are respecting the legal rights of the recipient(s) not to receive certain kinds of messages (such as harassing messages, unsolicited commercial messages, and unwanted SMS messages). Whenever you send any kind of message to a third party you represent and warrant to Evernote that you are acting within the law and that you have prior consent from the recipient to send them such a message.
Are There Rules about What I Can Do on the Evernote Service?
Yes. Your use of the Service must be in accordance with these Terms. When it comes to your use of the Service, you agree that you are responsible for your own conduct and all conduct under your account. This means all Content created, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Content or introduced it into the Service. This applies whether the Content is kept private, shared or transmitted using the Service or any third-party application or services integrated with the Evernote service. Our User Guidelines provide more specific details regarding prohibited conduct on the Service. If we find that any shared Content in your account violates our Terms of Service (including by violating another person’s intellectual property or privacy rights), we reserve the right to un-share or take down such content.
I’m Guessing Evernote Has Some Rights Relating to the Service?
We do. They’re described here:
CONTENT RIGHTS.
While you own the Content you store within the Evernote service (subject to third party rights), you acknowledge and agree that Evernote (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software that is part of the Service and all Evernote software deployed by you or a third party to enable capturing of Content originating outside the Service, such as Evernote Scannable, Evernote Web Clipper, the Site Memory widget or any of the Evernote software applications for compatible computing devices that enable access and use of the Service through such device (the “Evernote Software”).
INTELLECTUAL PROPERTY RIGHTS.
In agreeing to these Terms, you also agree that the rights in the Service and Evernote Software, including all intellectual property rights, such as trademarks, patents, designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any Separate Agreement. In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from any Evernote Software, unless you are expressly permitted to do so under an open source license, we give you express written permission or you are otherwise legally permitted to do so notwithstanding this prohibition.
RIGHT TO MODIFY THE SERVICE.
We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service, including changes that may affect the previous mode of operation of the Service or Evernote Software. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions, the ability to send or receive email messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice. For example, if you use Evernote Basic, you will not enjoy all of the benefits provided to subscribers of Evernote Plus, Evernote Premium or Evernote Business.
You also acknowledge that a variety of Evernote actions may impair or prevent you from accessing your Content or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that Evernote has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service. However, if you are a subscriber for Evernote Plus, Evernote Premium, Evernote Business or another paid version of the Service (each a “Paid Service”) and find that any such modifications or interruption of the Paid Service adversely affects you, you may notify our Customer Support team, explain the adverse impact the modification has created and, if you desire, request a termination of your Paid Service. Upon receipt of any such request, we will endeavor to promptly remedy the adverse impact caused by the modification, extend the duration of your Paid Service subscription for a period of time equal to the interruption and/or refund a portion of your Paid Service subscription fee equal to the remaining unused term of the Paid Service subscription, as we determine appropriate or as may be required by applicable law.
RIGHT TO ENGAGE THIRD PARTIES.
Evernote engages certain affiliates or other third parties (“Service Providers”) to provide technical or other services relating to all or part of the Service, and you hereby agree that such involvement by these Service Providers is acceptable. In addition, Evernote may contract with third party resellers of the Evernote Plus, Premium or Business versions of the Service and payment processors to enable payments in your local currency and payment systems. Please see our Privacy Policy to understand the extent to which any affiliate or third party may have access to your account information or Content and our Commercial Terms to understand our relationship with any reseller or payment processor.
RIGHT TO USE THIRD-PARTY SOFTWARE.
Evernote may from time to time include as part of the Service and Evernote Software computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We provide information about some of this third party software here and within the particular Evernote Software. Evernote expressly disclaims any warranty or other assurance to you regarding such third party software.
RIGHT TO UPDATE OUR SOFTWARE.
In connection with any modification of the Service, Evernote may automatically download software updates on your computers and devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Service. Evernote will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), Evernote may require you to install the update to continue accessing the Service. In all cases, you agree to permit Evernote to deliver these updates to you (and you to receive them) as part of your use of the Service.
Do These Terms Apply to Evernote Business Users?
If you are using the Service as part of an Evernote Business account, your use of the Service is governed by these Terms, except to the extent the Separate Agreement governing the Evernote Business account provides conflicting terms. The Customer who has contracted with Evernote and the Administrator of the Evernote Business account (as “Customer” and “Administrator” are defined in the applicable Evernote Business Agreement) have the responsibility to and agree to share the terms of such Separate Agreement with each individual whose user account is linked to that Evernote Business account (“End User”).
If you are an End User of an Evernote Business account, please note that the Customer of your Evernote Business account (such as your employer or organization) may have established its own rules regarding End Users’ access, use, disclosure, or retention of data stored in that account. You can find more information on how your personal Evernote service account works with your Evernote Business account in our Privacy Policy and in this Help and Learning article.
How Does Evernote Respond to Copyright or Other Intellectual Property Violations?
We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in these Terms (which we believe to comply with the United States Digital Millennium Copyright and other applicable laws). If you believe that your intellectual property rights have been violated, please notify our Compliance team according to the instructions provided by our IP Rights Compliance Program and we will investigate. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Evernote does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.
Can Kids Use Evernote?
Evernote is not directed to minors, and any use by minors should only be done with the guidance, supervision and consent of their parents, guardians and/or authorized school officials. Further, we rely on parents and guardians to ensure minors only use the Service if they can understand their rights and responsibilities as stated in these Terms and our Privacy Policy.
Consistent with applicable law, Evernote does not knowingly collect personal information from minors without parental consent. If we learn that we have inadvertently obtained information in violation of applicable laws prohibiting collection of information from children without such consent, we will promptly delete it.
Where Does My Data Go?
The Service is available worldwide, but your data is stored in the United States, as described in our Privacy Policy. If you use the Service, you acknowledge that you may be sending electronic communications (including your Basic Subscriber Information and Content), through computer networks owned by Evernote, its Service Providers, and other third parties located in California and other locations in the United States and other countries. As a result, your use of the Service will likely result in interstate and possibly international data transmissions, and your use of the Service shall constitute your consent to permit such transmissions.
How is My Account Closed?
You may deactivate your account with our Service at any time, for any reason (or no reason). However, if you want to deactivate your account you need to take certain specific steps, which are described in our Help & Learning article entitled “How do I deactivate my account?”. If you subscribe to a Paid Service, you will need to cancel your subscription pursuant to our Commercial Terms.
Evernote may act to temporarily limit your use of the Service, suspend access to your account, or close your account, with or without notice according to these Terms. Reasons for Evernote suspending or closing your account may include, without limitation: (i) breach or violation of these Terms (including the User Guidelines) or any Separate Agreement, (ii) an extended period of inactivity (determined in Evernote’s sole discretion), (iii) your nonpayment of any fees or other sums due Evernote or any other party related to your use of the Service, (iv) the discontinuance or material modification of the Service (or any part thereof) or (v) unexpected technical or security issues or problems or extensive Unsupported Use.
In most cases, in the event we elect to close your account, we will provide at least 30 days advance notice to you at the email address you have provided to us, so you have a chance to retrieve any Content stored on the Service servers (unless we determine that we are legally prohibited from providing such notice or enabling you to do so). After the expiration of this notice period, you will no longer be able to retrieve Content contained in that account or otherwise use the Service through that account.
What Happens to My Account when I Die?
Evernote’s pledge to protect the privacy of your Content will continue, even after your death or incapacity. If you wish to enable someone to have access to your Content or other data in your account after you are no longer able to provide them access, you need to implement a process for providing your information to them. We will not provide your information, or your Content, to anyone, even next of kin, unless we determine that we are legally obligated to do so. We encourage you to include your Basic Subscriber information, with instructions on how to access your Content, in your will or other estate plans, so that anyone you wish to have access to your account will have the means to do so. Please see our Commercial Terms for information on terminating payment for Paid Services upon death or incapacity.
If I Have a Great Idea to Share with Evernote, What Are My Rights?
When you submit any ideas, suggestions, documents and/or proposals relating to the Service (or other products or services) to Evernote through the “Contact Us,” User Forum or Support interfaces or through any other channel or mechanism (collectively, “Contributions”), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Evernote is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Evernote shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) Evernote may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of Evernote without any obligation of Evernote to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from Evernote under any circumstances.
Does Evernote Serve Ads?
Our business model is to make the Service so valuable that our users will want to subscribe to a Paid Service. However, we may display advertisements and promotions on or in connection with the Service, some of which may be paid for by third parties. For more information, please see our Privacy Policy and Cookie Information page.
Some advertising or other messaging content we provide will be based upon information provided by third parties, and we shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any advertisements or other messages. Furthermore, your interactions with advertisers found on or through the Service, including, without limitation, all reliance upon advertising, all commercial transactions and legal obligations associated therewith, are solely between you and such advertisers.
What Else Do I Need to Know?
THIRD-PARTY LINKS, CONTENT AND PROGRAMMING.
We may include or recommend third party resources, materials and developers and/or links to third party websites, content and applications as part of, or in connection with, the Service. We may have little or no control over such sites or developers and, accordingly, you acknowledge and agree that (i) we are not responsible for the availability of such external sites, content or applications; (ii) we are not responsible or liable for any content or other materials or performance available from such sites or applications and (iii) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, materials or applications.
INDEMNITY.
You agree to indemnify and hold Evernote, its subsidiaries, affiliates, officers, agents, employees, advertisers, Service Providers and other partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will endeavor to provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.
To the maximum extent permitted by law, the Service Is Available “As Is.” YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY SERVICES ARE ALL AT YOUR SOLE RISK.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVERNOTE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
EVERNOTE DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EVERNOTE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT EVERNOTE, ITS SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF EVERNOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE OR TO USE PROMOTIONAL CODES OR EVERNOTE POINTS; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (v) EVERNOTE’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR BASIC SUBSCRIBER INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT; (vii) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (viii) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED OR OTHER THIRD-PARTY PRODUCT OR SERVICE; (ix) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS OF SERVICE; OR (x) ANY OTHER MATTER RELATING TO THE SERVICE.
EXCLUSIONS AND LIMITATIONS.
NOTHING IN THESE TERMS OF SERVICE (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
If Evernote Has to Send Me Notice of Something, How Will That Happen?
This is another reason why it’s important for you to make sure your Basic Subscriber Information is accurate, complete and up to date. We may provide you with notices by email (to the email address associated with your account), regular mail or postings on the website(s) related to the affected Service.
How Can I Send a Notice to Evernote?
Except where these Terms or any Separate Agreement specifically provide for use of a different means or address for notice, any notice to Evernote must be delivered by email to compliance@evernote.com. This email address may be updated as part of any update to these Terms of Service. If you are unable to deliver notice via email, you may send a notice to us at the following address (as applicable to your Service provider):
Evernote Corporation
305 Walnut Street
Redwood City, California 94063 USA
Attention: Legal Notice
 Evernote GmbH
Walchestrasse 9
8006 Zurich, Switzerland
Attention: Legal Notice
 Evernote Do Brasil Serviços De
Aplicações Ltda
Federal Taxpayer Registration CNPJ/MF no 17.566.240/0001-50
Avenida Paulista, no 2.300
Andar Pilotis
Edifício São Luiz Gonzaga
CEP: 01310-300, São Paulo/SP
Attention: Legal Notice
Are There Countries Where I’m Not Allowed to Use Evernote?
You may not use or otherwise export the Service or any Evernote Software except as authorized by United States (“U.S.”) law and the laws of the jurisdiction in which the Service is hosted or where you use the Service. In particular, but without limitation, the Evernote Software may not be (i) exported or re-exported into any countries that are subject to U.S. economic sanctions or (ii) provided to or used by anyone on the U.S. Department of the Treasury's lists of Foreign Sanctions Evaders or Specially Designated Nationals or the U.S. Department of Commerce Denied Persons, Unverified, or Entity lists. By using the Service, you represent and warrant that you are not located in any such country or on any such list, and shall not use the Service, or provide access to or use of the Service to anyone, in any such country. In addition, you are responsible for compliance with applicable export control, economic sanctions and related laws when you travel across international borders and access your Content.
What Law Applies to My Use of Evernote?
If you are a resident of the United States or Canada, these Terms and the relationship between you and Evernote (including any dispute) shall be governed in all respects by the laws of the State of California, United States of America, as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to its conflict of law provisions.
If you reside in Brazil, these Terms and the relationship between you and Evernote (including any dispute) shall be governed in all respects by the laws of Brazil and shall be considered to have been made and accepted in Brazil, without regard to conflict of law provisions.
 If you reside outside of the United States, Canada, and Brazil, these Terms and the relationship between you and Evernote (including any dispute) shall be governed in all respects by the laws of Switzerland and shall be considered to have been made and accepted in Switzerland, without regard to conflict of law provisions.
If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect.
What Do I Do If I Think I Have a Claim Against Evernote?
LET US KNOW ABOUT YOUR COMPLAINT.
We want to know if you have a problem so we encourage you to contact our Customer Support team if you have any concerns with respect to the operation of the Service or any Evernote Software, as we want to ensure that you have an excellent experience.
INITIATING A FORMAL CLAIM.
If you conclude that we have not satisfied your concern and that you must pursue legal action, you agree that your claim must be resolved by the processes set forth in these Terms. Evernote provides the Service to you on the condition that you accept the dispute resolution provisions described below, so if you initiate any claim against Evernote in any other manner, you shall be in violation of these Terms and you agree that Evernote shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse Evernote for its reasonable costs incurred in defending against such improperly initiated claim. You agree that prior to initiating any formal proceedings against Evernote, you will send us a notice to our attorneys at legalnotice@evernote.com and state that you are providing a “Notice of Dispute.” Upon receipt of a Notice of Dispute, you and we shall attempt to resolve the dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. If the dispute remains unresolved, either you or we may initiate formal proceedings according to these Terms.
Except where our dispute is being resolved pursuant to an arbitration (as provided below), if you are a resident of the United States or Canada, you agree that any claim or dispute you may have against Evernote must be resolved exclusively by a state or federal court located in San Mateo County, California. You agree to submit to the exclusive personal jurisdiction of the courts located within San Mateo County, California (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.
Except where our dispute is being resolved pursuant to an arbitration (as provided below), if you reside in Brazil, you agree that any claim or dispute you may have against Evernote must be resolved exclusively by the courts in São Paolo-SP, Brasil. You agree to submit to the exclusive personal jurisdiction of the courts located within São Paolo-SP, Brasil (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.
Except where our dispute is being resolved pursuant to an arbitration (as provided below), if you are not a resident of the United States, Canada, or Brazil, you agree that any claim or dispute you may have against Evernote must be resolved exclusively by the courts in Zurich, Switzerland. You agree to submit to the exclusive personal jurisdiction of the courts located within Zurich, Switzerland (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.
ALTERNATIVE DISPUTE RESOLUTION PROCESS.
Unless you are subject to the Arbitration Agreement set out below, and subject to any applicable laws, if a claim arises between you and Evernote where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either party sending notice to the other, in which event you and Evernote agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.
If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.
ARBITRATION AGREEMENT.
If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Evernote agree that any and all disputes or claims that have arisen or may arise between us - except any dispute relating to the enforcement or validity of your, our or either of our licensors’ intellectual property rights - shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. (Note that if you were a Service user prior to December 4, 2012 and formally elected to opt out of the Arbitration Agreement pursuant to the procedures set out in our Terms of Service that were effective as of December 4, 2012, you are not subject to this Arbitration Agreement.)
Our arbitration proceedings would be conducted by the American Arbitration Association ("AAA") under its rules and procedures applicable at that time, including the AAA's Supplementary Procedures for Consumer-Related Disputes (to the extent applicable), as modified by our Arbitration Agreement. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Evernote users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.
The AAA rules will govern the payment of all filing, administration and arbitrator fees, unless our Arbitration Agreement expressly provides otherwise. If the amount of any claim in an arbitration is US$10,000 or less, Evernote will pay all filing, administration and arbitrator fees associated with the arbitration, so long as (i) you make a written request for such payment of fees and submit it to the AAA with your Demand for Arbitration and (ii) your claim is not determined by the arbitrator to be frivolous. In such case, we will make arrangements to pay all necessary fees directly to the AAA. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Evernote will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Evernote for all fees associated with the arbitration paid by Evernote on your behalf, which you otherwise would be obligated to pay under the AAA's rules.
YOU AND EVERNOTE AGREE, AS PART OF THE ARBITRATION AGREEMENT, THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE “PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.” UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER EVERNOTE USERS.
Except with respect to the Prohibition of Class and Representative Actions, if a court decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement shall continue to apply. If a court decides that the Prohibition of Class and Representative Actions is invalid or unenforceable, then this entire Arbitration Agreement shall be null and void. The remainder of these Terms and this Section (What Do I Do if I think I Have A Claim Against Evernote?) will continue to apply.
CLAIMS ARE TIME-BARRED.
You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
The provisions of this section, entitled “Claims Are Time-Barred” shall be deemed to constitute a separate written legally binding agreement by and between you and us.
SPECIAL NOTICE FOR CALIFORNIA USERS.
Under California Civil Code Section 1789.3, users of the Service from California 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 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us via email at legalnotice@evernote.com or at:
Evernote Corporation
305 Walnut Street
Redwood City, California 94063 USA
Attention: Legal Notice
Anything Else?
A couple of final, but important, points. First, these Terms constitute the entire agreement between you and Evernote and govern your use of the Service, except for, and then only to the extent that you have entered into a Separate Agreement. These Terms supersede any prior agreements or earlier versions of these Terms between you and Evernote for the use of the Service as of the Effective Date indicated at the top of these Terms. If, through accessing or using the Service, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.
Second, you acknowledge and agree that each affiliate of Evernote shall be a third party beneficiary to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to these Terms.
Finally, the section headings in these Terms of Service are for convenience only and have no legal or contractual effect.


Dropbox Terms of Service
Posted: December 8, 2016

Effective: February 10, 2017

Thanks for using Dropbox! These terms of service ("Terms") cover your use and access to our services, client software and websites ("Services"). If you reside outside of the United States of America, Canada and Mexico ("North America") your agreement is with Dropbox International Unlimited Company, and if you reside in North America your agreement is with Dropbox, Inc. Our Privacy Policy explains how we collect and use your information while our Acceptable Use Policy outlines your responsibilities when using our Services.  By using our Services, you're agreeing to be bound by these Terms, our Privacy Policy and Acceptable Use Policy. If you're using our Services for an organization, you're agreeing to these Terms on behalf of that organization.

Your Stuff & Your Permissions
When you use our Services, you provide us with things like your files, content, messages, contacts and so on ("Your Stuff"). Your Stuff is yours. These Terms don't give us any rights to Your Stuff except for the limited rights that enable us to offer the Services.

We need your permission to do things like hosting Your Stuff, backing it up, and sharing it when you ask us to. Our Services also provide you with features like photo thumbnails, document previews, commenting, easy sorting, editing, sharing and searching. These and other features may require our systems to access, store and scan Your Stuff. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

Sharing Your Stuff
Our Services let you share Your Stuff with others, so please think carefully about what you share.

Your Responsibilities
You're responsible for your conduct. Your Stuff and you must comply with our Acceptable Use Policy. Content in the Services may be protected by others' intellectual property rights. Please don't copy, upload, download or share content unless you have the right to do so.

We may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We aren't responsible for the content people post and share via the Services.

Help us keep you informed and Your Stuff protected. Safeguard your password to the Services, and keep your account information current. Don't share your account credentials or give others access to your account.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, our Services are not intended for and may not be used by people under the age of 13. By using our Services, you are representing to us that you're over 13.

Software
Some of our Services allow you to download client software ("Software") which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we'll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

Beta Services
We sometimes release products and features that we are still testing and evaluating. Those Services have been marked beta, preview, early access, or evaluation (or with words or phrases with similar meanings) and may not be as reliable as Dropbox's other services, so please keep that in mind.

Our Stuff
The Services are protected by copyright, trademark, and other US and foreign laws. These Terms don't grant you any right, title or interest in the Services, others' content in the Services, Dropbox trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.

Copyright
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our Copyright Policy.   We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.   Our designated agent for notice of alleged copyright infringement on the Services is:

Copyright Agent
Dropbox, Inc.
333 Brannan Street
San Francisco, CA 94107
copyright@dropbox.com

Paid Accounts
Billing. You can increase your storage space and add paid features to your account (turning your account into a "Paid Account"). We'll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. If you're on an annual plan, we'll send you a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date. You're responsible for all applicable taxes, and we'll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn't override these laws.

No Refunds. You may cancel your Dropbox Paid Account at any time. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their Paid Account subscriptions within 14 days of signing up for, upgrading to or renewing a Paid Account.

Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, we reserve the right to suspend it or reduce your storage to free space levels.

Changes. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.

Dropbox Teams
Email address. If you sign up for a Dropbox account with an email address provisioned by your organization, your organization may be able to block your use of Dropbox until you transition to an account on a Dropbox team (e.g., Dropbox Business plans or Dropbox Education) or you associate your Dropbox account with a personal email address.

Using Dropbox Teams. If you join a Dropbox team, you must use it in compliance with your organization's terms and policies. Please note that Dropbox team accounts are subject to your organization's control. Your administrators may be able to access, disclose, restrict, or remove information in or from your Dropbox team account. They may also be able to restrict or terminate your access to a Dropbox team account. If you convert an existing Dropbox account into part of a Dropbox team, your administrators may prevent you from later disassociating your account from the Dropbox team.

Termination
You're free to stop using our Services at any time.  We reserve the right to suspend or terminate your access to the Services with notice to you if: (a) you're in breach of these Terms, (b) you're using the Services in a manner that would cause a real risk of harm or loss to us or other users, or (c) you don't have a Paid Account and haven't accessed our Services for 12 consecutive months.

We'll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Stuff from our Services. If after such notice you fail to take the steps we ask of you, we'll terminate or suspend your access to the Services.
We won't provide notice before termination where: (a) you're in material breach of these Terms, (b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or (c) we're prohibited from doing so by law.

Discontinuation of Services
We may decide to discontinue the Services in response to unforeseen circumstances beyond Dropbox's control or to comply with a legal requirement. If we do so, we'll give you reasonable prior notice so that you can export Your Stuff from our systems. If we discontinue Services in this way before the end of any fixed or minimum term you have paid us for, we'll refund the portion of the fees you have pre-paid but haven't received Services for.

Services "AS IS"
We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, DROPBOX AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some places don't allow the disclaimers in this paragraph, so they may not apply to you.

Limitation of Liability
WE DON'T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR DROPBOX'S OR ITS AFFILIATES' FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN'T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN'T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.
IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, DROPBOX, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON'T BE LIABLE FOR: i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ii) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.
THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT DROPBOX OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE, DROPBOX, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. DROPBOX AND ITS AFFILIATES AREN'T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $20 USD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH DROPBOX.

Resolving Disputes
Let's Try To Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against Dropbox, you agree to try to resolve the dispute informally by contacting dispute-notice@dropbox.com. We'll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Dropbox may bring a formal proceeding.

Judicial forum for disputes.  You and Dropbox agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or state courts of San Francisco County, California, subject to the mandatory arbitration provisions below. Both you and Dropbox consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, European Union member states) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn't affect those requirements.

IF YOU'RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
We Both Agree To Arbitrate. You and Dropbox agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this "Mandatory Arbitration Provisions" section, including its enforceability, revocability, or validity.

Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by clicking here and submitting the opt-out form within 30 days of first registering your account. However, if you agreed to a previous version of these Terms that allowed you to opt out of arbitration, your previous choice to opt out or not opt out remains binding.

Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, San Francisco (CA), or any other location we agree to.

Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. Dropbox will pay all arbitration fees for individual arbitration for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. Dropbox will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Exceptions to Agreement to Arbitrate. Either you or Dropbox may assert claims, if they qualify, in small claims court in San Francisco (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Francisco County, California to resolve your claim.

NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed. If this specific paragraph is held unenforceable, then the entirety of this "Mandatory Arbitration Provisions" section will be deemed void.

Controlling Law
 These Terms will be governed by California law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn't override those laws.

Entire Agreement
These Terms constitute the entire agreement between you and Dropbox with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

Waiver, Severability & Assignment
Dropbox's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Dropbox may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications
We may revise these Terms from time to time to better reflect: (a) changes to the law, (b) new regulatory requirements, or (c) improvements or enhancements made to our Services.

If an update affects your use of the Services or your legal rights as a user of our Services, we'll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don't agree to the updates we make, please cancel your account before they become effective. Where applicable, we'll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.


Terms of use
Please read these terms of use carefully before using the services offered by vivino. These terms of use set forth the legally binding terms and conditions for your use of the website at http://www.vivino.com (the "site") and the services, features, content, applications or widgets offered by vivino (collectively with the site, the "service").

Last Updated: September 16, 2015

Acceptance of Terms
By registering for and/or using the Service in any manner, including but not limited to visiting or browsing the Site, you agree to all of the terms and conditions contained herein ("Terms of Use"), and all other operating rules, policies and procedures that may be published from time to time on the Site by Vivino, each of which is incorporated by reference and each of which may be updated by Vivino from time to time without notice to you in accordance with the terms set out under the "Modification of Terms of Use" section below. In addition, some services offered through the Service may be subject to additional terms and conditions specified by Vivino from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference. These Terms of Use apply to all users of the Service, including, without limitation, users who are contributors of content, information, and other materials or services on the Site, individual users of the Service, venues that access the Service, and users that have a page on the Service

Access
Subject to these Terms of Use, Vivino may offer to provide the Services, as described more fully on the Site, and which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Vivino performs for you, any applications or widgets offered by Vivino that you download from the Site or, subject to the terms set out under the "Third party Sites and Services" section below, from third party application stores (e.g., iTunes® store, Blackberry App World™, or Google Apps Marketplace) authorized by Vivino, as well as the offering of any materials displayed or performed on or through the Services (including Content (as defined below)).

Registration and Eligibility
You may browse the Site and view Content without registering, but as a condition to using certain aspects of the Service, you are required to register with Vivino and represent, warrant and covenant that you provide Vivino with accurate, truthful, and complete registration information (including, but not limited to your name ("User Name"), e-mail address and a password you will use to access the Service) and to keep your registration information accurate and up-to-date.

You shall not:

provide any false personal information to Vivino (including a false User Name) or create any account for anyone other than yourself without such person's permission;
use a User Name that is the name of another person with the intent to impersonate that person;
use a User Name or Vivino account that is subject to any rights of a person other than you without appropriate authorization; or
use a User Name that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful.
Vivino reserves the right to refuse registration of, or cancel a User Name in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Vivino password. You shall never use another user's account without such other user's prior express permission. You will immediately notify Vivino in writing of any unauthorized use of your account, or other account related security breach of which you are aware.

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service. Vivino may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Use are in compliance with all laws, rules and regulations applicable to you and the right to access the Service is revoked where these Terms of Use or use of the Service is prohibited and, in such circumstances, you agree not to use or access the Site or Services in any way.

Notifications and Service Messages
You agree that we may provide notices to you via banners on the Service, or an email sent to an address you provided, or through other means. You agree to keep your contact information up to date. If the contact information you provide isn't up to date, you may miss out on these notices.

Please review your settings regularly to control and limit what kind of messages you receive from us.

Content
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Vivino cannot guarantee the authenticity of any Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Use, the term "Content" includes, without limitation, prices, any location information, wine spottings, videos, comments, likes, ratings, information and data generated, provided, or otherwise made accessible by Vivino on or through the Service. Content added, created, uploaded, submitted, distributed, or posted to the Service by users is collectively referred to as, "User Submissions." The average price displayed for a wine is based on prices submitted by Vivino users and, if available, prices from online retailers.

The average price is only indicative. For official prices please refer to the price displayed by each retailer if available.

Vivino Content
The Service contains Content specifically provided by Vivino or its partners and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.

Subject to these Terms of Use, Vivino grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Vivino, or from the copyright holder identified in such Content's copyright notice, as applicable. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial (whether or not for profit) use or in any way that violates any third party right.

User Submissions
By submitting User Submissions on the Site or otherwise through the Service, you hereby do and shall grant Vivino a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site, the Service and Vivino's (and its successors and assigns') business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Site and/or the Service a non-exclusive license to access your User Submissions through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions. For clarity, the foregoing license grant to Vivino does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing with Vivino.

You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You understand that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such Content originated; that Vivino will not be liable for any errors or omissions in any Content; and that Vivino cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.

When you delete your User Submissions, they will be removed from the Service. However, you understand that any removed User Submissions may persist in backup copies for a reasonable period of time (but following removal will not be shared with others) or may remain with users who have previously accessed or downloaded your User Submissions.

Rules and Conduct
As a condition of use, you promise not to use the Service for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Service.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a)take any action or (b)upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Submission, that:

infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
you know is false, misleading, untruthful or inaccurate;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Vivino in its sole discretion;
constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
other than appropriate use of an Add-to Link, involves commercial activities (whether or not for profit) and/or sales without Vivino's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Vivino or any third party;
impersonates any person or entity, including any employee or representative of Vivino;
includes anyone's identification documents or sensitive financial information; or
Vivino has a zero-tolerance policy against child pornography, and will terminate and report to the appropriate authorities any user who publishes or distributes child pornography.

You shall not: (i) take any action that imposes or may impose (as determined by Vivino in its sole discretion) an unreasonable or disproportionately large load on Vivino's (or its third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Vivino may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iv) run any form of auto-responder or "spam" on the Service; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site; (vi) harvest or scrape any Content from the Service; or (vii) otherwise take any action in violation of Vivino's guidelines and policies.

You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

Vivino does not guarantee that any Content or User Submissions (as defined above) will be made available on the Site or through the Service. Vivino has no obligation to monitor the Site, Service, Content, or User Submissions. However, Vivino reserves the right to (i) remove, suspend, edit or modify any Content in its sole discretion, including without limitation any User Submissions at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Vivino is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove, suspend or block any User Submissions from the Service. Vivino also reserves the right to access, read, preserve, and disclose any information as Vivino reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Vivino, its users and the public.

Termination
Vivino may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Warranty Disclaimer
Save to the extent required by law, Vivino has no special relationship with or fiduciary duty to you. You acknowledge that Vivino has no control over, and no duty to take any action regarding: which users gains access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

You release Vivino from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Vivino makes no representations concerning any Content contained in or accessed through the Service, and Vivino will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.

THE SITE, SERVICE, CONTENT AND ADD-TO LINK ARE PROVIDED "AS IS", "AS AVAILABLE" AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW.

VIVINO, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE WEBSITE, SERVICE, CONTENT AND ADD-TO LINK IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18 USC 2701-2711): Vivino makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Service or any website linked to the Service. Vivino will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Vivino's equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

Indemnification
You shall defend, indemnify, and hold harmless Vivino, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your use or misuse of, or access to, the Site or otherwise from your User Submissions, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity (save to the extent that a court of competent jurisdiction holds that such claim arose due to an act or omission of Vivino). Vivino reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Vivino in asserting any available defenses.

Limitation of Liability
ALL LIABILITY OF VIVINO, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HOWSOEVER ARISING FOR ANY LOSS SUFFERED AS A RESULT OF YOUR USE THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK IS EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, SAVE THAT, IF A COURT OF COMPETENT JURISDICTION DETERMINES THAT LIABILITY OF VIVINO, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS (AS APPLICABLE) HAS ARISEN, THE TOTAL OF SUCH LIABILITY SHALL BE LIMITED IN AGGREGATE TO ONE HUNDRED US DOLLARS ($100).
IN NO EVENT SHALL VIVINO, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE (AND WHETHER OR NOT VIVINO, ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS HAD PRIOR KNOWLEDGE OF THE CIRCUMSTANCES GIVING RISE TO SUCH LOSS OR DAMAGE) WITH RESPECT TO THE SITE, SERVICE, CONTENT, USER SUBMISSIONS OR ADD-TO LINK FOR:

INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES;
LOSS OF ACTUAL OR ANTICIPATED PROFITS;
LOSS OF REVENUE;
LOSS OF GOODWILL;
LOSS OF DATA;
LOSS OF ANTICIPATED SAVINGS;
WASTED EXPENDITURE; OR
COST OF PROCUREMENT OF SUBSTITUE GOODS OR SERVICES.
NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS OF USE.

SOLELY IN RESPECT OF USERS LOCATED IN EUROPEAN ECONOMIC AREA (EEA) AND/OR AUSTRALIA, NOTHING IN THESE TERMS OF USE SHALL BE DEEMED TO EXCLUDE OR LIMIT OUR OR YOUR LIABILITY (AS APPLICABLE) IN RESPECT OF:

DEATH OR PERSONAL INJURY ARISING AS A RESULT OF OUR OR YOUR NEGLIGENCE (AS APPLICABLE);
FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), THEFT OR OTHER CRIMINAL ACTIVITY; OR
ANY BREACH OF ANY OBLIGATIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982.
Dispute Resolution & Governing Law.
A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Vivino agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Save for users located in the EEA and/or Australia, the following arbitration and governing law provisions shall apply:

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of these Terms of Use shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under these Terms of Use shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms of Use, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation, this section.
Solely in respect of users located in the EEA and/or Australia, the following governing law provisions shall apply: These Terms of Use and any disputes or claims arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England. All disputes or claims arising out of or relating to these Terms of Use shall be subject to the exclusive jurisdiction of the English Courts to which the Parties irrevocably submit.
Government Use
The use, duplication, reproduction, release, modification, disclosure or transfer of the software, application or widget is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. Any such software, application or widget is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of any such software, application or widget shall be governed solely by these Terms of Use.

Integration and Severability
These Terms of Use are the entire agreement between you and Vivino with respect to the Service and use of the Site, Service, Content or User Submissions and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Vivino with respect to the Site. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Modification of Terms of Use
Vivino reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Service or via email. Vivino may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

Cancellation of these Terms of Use
In respect of users located in the EEA who wish to receive Services, and/or provide User Submissions, and/or provide or access Content via the Site, such users may have a right to cancel these Terms of Use under the European Distance Selling Directive (97/7/EC) ("Directive") within 7 days of accepting these Terms of Use solely to the extent such right applies under the Directive to such users, save that if such right to cancel applies, it shall cease to exist from the time of actual use of the Services, and/or provision of the User Submissions, and/or provision or access of Content via the Site by such users.

Miscellaneous
Vivino shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Vivino's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with Vivino's prior written consent. Vivino may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Solely in respect of users located in the EEA and/or Australia, in respect of these Terms of Use and your use of this Site, Service, Content or User Submissions, nothing in these Terms of Use shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Use should be enforceable by a third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

Language
Where Vivino has provided you with a translation of the English language version of these Terms of Use, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Vivino.

If there is any contradiction between what the English language version of these Terms of Use says and what a translation says, then the English language version shall take precedence.

Contact
You may contact Vivino at the following address: Vivino, Njalsgade 21 E, 2. sal, DK-2300 Copenhagen, Denmark