Terms of Service

1. Definitions

1.1. An “Affiliate” of a party means any entity that directly or indirectly controls, is controlled by, or is under common control with the party. For purposes of this definition, “control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the party.

1.2. “Agentic Feature” means any Eve AI functionality capable of taking actions, executing tasks, or communicating with persons or systems on Customer’s behalf with limited or no contemporaneous human intervention.

1.3. “Customer Data” means Customer’s content and application data uploaded by or on behalf of Customer to the Service, and Input and Output.

1.4. “Data Processing Addendum” or “DPA” means the Eve data processing addendum found at eve.legal/dpa.

1.5. “Documentation” means any documents regarding the Service made available to Customer by Eve, including (a) Eve’s Knowledge Center found at https://knowledge.eve.legal/ and (b) user guides made available to Customer within the Service itself.

1.6. “Effective Date” means the date specified in the Order or, if none is specified, the date Customer accepts the terms of this Agreement.

1.7. “Eve AI” means any tool, feature, or functionality available to Customer in the Service that uses machine learning or artificial intelligence, or models trained using machine learning or artificial intelligence.

1.8. “Existing Matter” means any Matter that is not a New Matter during the applicable Term, including a Matter for which Customer was engaged to represent the client or clients prior to the Effective Date or Customer’s date of initial access to the Service, whichever is later, or a Matter that was billed as a New Matter and placed into the Service during a previous Term.

1.9. “Input” means any content, data, prompt, instruction, or other material that Customer or a User submits to the Service or to Eve AI.

1.10. “Lead” means a communication received by Customer through the Service from or on behalf of a prospective client that concerns potential representation or a potential or actual legal matter, and in respect of which the Service creates a record capturing at least (i) a name or other identifier of the prospective client, (ii) a means of contacting them, and (iii) an indication of the subject matter of the inquiry. A Lead may arise through any inbound channel supported by the Service, including telephone call, web form, chat, text message or email, and whether the interaction is handled by an Agentic Feature or by Customer's personnel. The following are not Leads: (a) communications directed to Customer in error, including wrong numbers and misdirected messages; (b) communications terminated, abandoned or disconnected before the intake interaction begins or before the information described in clauses (i) through (iii) is captured; (c) communications unrelated to potential representation or a legal matter, including solicitations, vendor and marketing communications, robocalls and automated messages; (d) communications from or on behalf of an existing client of Customer concerning a matter for which Customer already represents that client; (e) communications from opposing parties or their counsel, courts, insurers, medical providers or other third parties in connection with an existing matter; and (f) test, demonstration or training interactions initiated by Customer or Eve.

1.11. “Matter” means a discrete professional engagement, representation, or evaluation arising from a transaction or occurrence for which Customer has been engaged, solicited, or contacted to provide legal or professional services on behalf of a unique client or group of clients, including a case, action, lawsuit, or other dispute resolution process, prelitigation representation in anticipation thereof, or claim intake and analysis, regardless of whether Customer accepts or declines representation of the client or clients. Intake and claim analysis, prelitigation representation, and any subsequent litigation, arbitration, administrative process, or similar dispute resolution process arising from the same transaction or occurrence for the same unique client or group of clients will be considered the same Matter. Notwithstanding the foregoing, the following will be billed as separate Matters: (a) a professional engagement, representation, or evaluation arising from different transactions or occurrences, even with the same client or group of clients; (b) a professional engagement, representation, or evaluation of a different client or group of clients, even when arising from the same transaction or occurrence; and (c) a professional engagement, representation, or evaluation that Customer enters into the Service as a separate Matter.

1.12. “Minutes” means use of the voice calling Agentic Feature, measured in whole seconds and expressed in minutes. Measurement begins when the call is connected, and ends when the call is terminated or disconnected by either party or when the call is transferred and the voice Agentic Feature leaves the call.

(a) Inbound calls. Time during which a call is queued, ringing or otherwise not yet answered is not counted. Time during which the caller is on hold while the voice Agentic Feature remains connected is counted. Where a call is transferred to Customer's personnel and the voice Agentic Feature remains connected, measurement continues for so long as the voice Agentic Feature remains connected.

(b) Outbound calls. Dial attempts that are not answered, including busy, no-answer, rejected and network-failed calls, are not counted. Where a call is answered by voicemail or an answering machine, Minutes are counted if the voice Agentic Feature delivers a message, in which case measurement runs from answer to the end of the message. Subject to the preceding sentence, each answered outbound call is counted as a minimum of thirty seconds.

(c) Exclusions. The following are not counted: (i) test, demonstration and training calls initiated by Customer or Eve; and (ii) calls terminated because of a failure of the Service.

1.13. “New Matter” means a Matter for which Customer was first engaged to represent the client or clients on or after the Effective Date or Customer’s date of initial access to the Service, whichever is later, and which is entered into the Service for the first time during the then-current Term.

1.14. “Order” means an order form that specifies a subscription period, license quantities, fees, description of the Service, and any ancillary services purchased by Customer, and that is either signed by both parties or submitted by Customer through the Service and expressly accepted by Eve in writing. No Order is binding on Eve until so signed or accepted, and Eve’s provision of the Service does not constitute acceptance of any term not expressly agreed by Eve in writing.

1.15. “Outbound Communication” means any telephone call, text, SMS or MMS message, email, voicemail, direct message, or other electronic communication initiated to any person or entity through or with the assistance of the Service, including any such communication initiated by an Agentic Feature.

1.16. “Output” means any content, document, text, analysis, summary, response, or other result generated by Eve AI for Customer in response to Input.

1.17. “Page” means a unit of content equivalent to one printed page of information, determined by applying the following to each file or item of content separately:

(a) for a PDF, image-based file, or other file with a fixed native page structure, each native page, provided that where a native page contains more than 3,000 characters of extracted text, each additional 3,000 characters or part thereof counts as an additional Page;

(b) for a word processing, presentation, email, chat, webpage, other web content, or other text-based file without a fixed page structure, each 3,000 characters or part thereof of extracted text, excluding markup and formatting, subject to a minimum of one Page per file, item, or captured URL;

(c) for a spreadsheet or other tabular or structured data file, each 50 rows of populated data per worksheet, or part thereof, subject to a minimum of one Page per file;

(d) for an audio or video file, each three minutes of recorded duration, or part thereof; and

(e) for any file or item not described above, the number of pages it occupies when converted to PDF using the Service’s standard conversion settings.

1.18. “Platform Fee” means the recurring fee payable by Customer for access to the Service during each Term, at the tier specified in the applicable Order. The Order specifies which usage entitlements, if any, are included in the Platform Fee.

1.19. “User” means any user whom Customer permits to access the Service, including through an Affiliate. Customer is responsible for all acts and omissions of Users and of any person accessing the Service using Customer’s or a User’s Credentials.

1.20. “Service” means the cloud-based software-as-a-service offering provided by Eve and purchased by Customer as specified in an applicable Order, including Eve AI. The Service includes all updates, copies, modifications, and derivative works thereof. The Service does not include software that originates from Customer or a third party and interoperates with the Service.

1.21. “SLA” means Eve’s service level agreement applicable to the Service, available at https://www.eve.legal/sla, as updated in accordance with this Agreement.

1.22. “Zero Data Retention” or “ZDR” means a workflow or artificial intelligence endpoint in which no Input is retained by the artificial intelligence model or endpoint after processing. Zero Data Retention refers to the model’s retention of Input, and not to the Service’s retention of Input.

2. Customer License

2.1. License to Use the Service. Subject to Customer’s compliance with this Agreement and payment of all fees due, Eve grants Customer and any Affiliates identified in the Order a limited, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein), revocable right to access and use the Service during the applicable Term in accordance with the Documentation, solely for internal business purposes, limited to the quantities and other limitations set forth in the applicable Order. Customer and each of its Affiliates will have the same obligations under this Agreement, jointly and severally, as Customer, and Customer is responsible for any breach of this Agreement by its Affiliates. Customer will not permit any competitor of Eve to access the Service.

2.2. Subscription Period. Customer’s subscription to the Service will commence on the Effective Date and continue for the initial term specified in the Order or, if no term is specified, one year, unless terminated earlier as provided in this Agreement. The Order will automatically renew for successive one year terms unless (a) either party notifies the other in writing of its intent not to renew at least thirty days prior to the end of the then-current term or (b) the Order and Agreement are terminated during the then-current term as provided in this Agreement. The initial term and each renewal term are each referred to as a “Term.”

2.3. Suspension of Service. Eve may suspend Customer’s, any Affiliate’s, or any User’s access to the Service or any feature of the Service without prior notice if Eve reasonably believes: (a) such access presents a significant data security risk to the Service; (b) applicable law or a court or administrative order requires Eve to do so; (c) Customer or a User breached or will breach this Agreement, applicable law, or a court or administrative order; (d) Customer or a User used or will use the Service in a manner that jeopardizes the provision of the Service to other users; or (e) Customer fails to pay any amount when due. In case of suspension under this Section, Customer will remain liable for all amounts due, Eve will promptly notify Customer of the suspension and grounds, and Eve will limit the suspension in scope and duration to what is reasonably necessary.

2.4. Third Party Discontinuation. The Service is hosted and supported in part by subprocessors and third-party providers, and such providers may discontinue their services. Eve will inform Customer without undue delay after becoming aware of any such planned discontinuation affecting Customer, and will use commercially reasonable efforts to transition the affected function to an alternative provider without material degradation of the Service. Eve will have no liability for any such discontinuation by a third party, provided that if Eve is unable to transition the affected function within thirty days and the Service is materially degraded as a result, Customer may terminate the affected Order on written notice and Eve will refund the prepaid, unused fees for the terminated portion of the then-current Term, which is Customer’s sole and exclusive remedy.

2.5. Free Trials; Pilots; Beta and Preview Features. Eve may make features of the Service available to Customer, including Eve AI features, on a free trial, pilot, evaluation, beta or preview basis (“Evaluation Use”). Notwithstanding anything to the contrary in this Agreement, Evaluation Use is provided “as is,” without warranty, indemnity, SLA, or support obligation of any kind, and Eve may modify, suspend or discontinue Evaluation Use, and delete any data uploaded in connection with it, at any time and without liability. Eve’s obligations under Sections 7, 8.1, 8.3, and 9 do not apply to Evaluation Use. Customer’s obligations under Sections 3, 6, and 7.4 apply in full to Evaluation Use.

3. Customer Obligations

3.1. Use of the Service. Customer will not, nor will Customer permit its Users or assist others to:

(a) copy or distribute the Service or Documentation (except for a reasonable number of copies of the Documentation for internal use), or modify, encumber, enhance or create any derivative works of the Service or Documentation, including customization, translation or localization;

(b) reverse engineer, disassemble, decompile, engage in model extraction or model stealing attacks, or otherwise attempt to discover the source code or the underlying ideas, algorithms, models, structure, sequence, and organization of the Service or Eve AI, except to the extent such restriction is prohibited by applicable law;

(c) sell, license, sublicense, rent, lease, lend, or transfer the Service or Documentation, or provide, disclose, or use the Service or Documentation for the benefit of any third party;

(d) remove, alter or obscure any patent, copyright, trademark or other proprietary notices on the Service or Documentation;

(e) publish or disclose to any third party any technical features or specifications, performance, functionality, or benchmark tests, or comparative or competitive analyses relating to the Service, Eve AI, or Evaluation Use;

(f) access or use the Service or Documentation to promote, distribute, sell, or support any product or service competitive with Eve;

(g) violate or circumvent any technological restrictions in the Service;

(h) use the Service for any purpose or in any manner not authorized by this Agreement, or in violation of any applicable local, federal, or other laws and regulations;

(i) use any part of the Service, Eve AI, the Documentation or Output to train, fine-tune, distill, evaluate, validate or otherwise develop or improve any data set, foundation model, machine learning model, or agent, or permit any third party to do so;

(j) extract data from the Service or Eve AI other than through the Service’s standard export functionality, an application programming interface made available by Eve, or another method approved beforehand by Eve; or

(k) conceal that Output is AI-generated, represent that Output is human-generated, or use the Service to generate spam or intentionally misleading content.

Customer must promptly notify Eve of any known or suspected unauthorized use of or access to the Service.

3.2. Customer Credentials. Customer is responsible for the management and security of Customer’s authentication methods to access the Service (“Credentials”). Customer’s loss of Credentials may result in loss of access to Customer Data. Eve is not liable for any such loss.

3.3. Customer Data. Customer is responsible for the accuracy, quality, and legality of Customer Data and how Customer acquired it. Customer represents and warrants that (a) it has all rights, authority, consents and approvals necessary to submit Customer Data to the Service and to permit Eve to process it as contemplated by this Agreement; (b) Customer Data and Eve’s processing of Customer Data in accordance with this Agreement will not violate any applicable law, any obligation Customer owes to any client or third party, or any privacy policy or terms to which Customer is subject; and (c) unless expressly permitted in the applicable Order, Customer will not submit as Customer Data or Input, or use Eve AI to generate Output, containing (i) protected health information where Customer is acting as a covered entity or business associate under HIPAA, absent a business associate agreement executed by Eve, (ii) cardholder data subject to PCI DSS, (iii) biometric or genetic identifiers, or (iv) government-issued identification numbers other than as they appear in records in a Matter.
Medical, health, financial and employment records held by Customer in its capacity as counsel in a Matter and not subject to HIPAA or analogous healthcare data protection laws are permitted Customer Data and Input. Customer remains responsible for its obligations in respect of such records, under any applicable protective order, and under any obligation Customer owes to its client.

3.4. Agentic Features. Customer is responsible for configuring, authorizing and supervising each Agentic Feature it enables, and for all actions taken by an Agentic Feature on Customer’s behalf, as if those actions were Customer’s own acts. In addition:

(a) Customer will not enable or permit an Agentic Feature to take any action having legal effect in a Matter, including filing, serving, executing, submitting, or transmitting any document to a court, tribunal, arbitrator, government authority, opposing party, or client, without prior review and approval by a licensed attorney qualified to practice in the relevant jurisdiction;

(b) Customer will not permit an Agentic Feature to access, authenticate to, or transact with any third-party system, account, or dataset unless Customer holds all rights and authorizations necessary to do so, and Customer is responsible for compliance with the terms governing that system;

(c) Customer will configure and limit the scope, permissions, and any transaction or spending authority of each Agentic Feature it enables, will not represent that an Agentic Feature is a human being, and will monitor its activity;

(d) Customer will use Agentic Features only within the scope of the license granted, including any listed in any Documentation; and

(e) Eve is not responsible for any action taken by an Agentic Feature within the scope Customer configured or authorized.

3.5. Outbound Communications; Consent and Compliance. This Section 3.5 applies to every Outbound Communication, whether initiated by a User or by an Agentic Feature.

(a) Allocation of responsibility. Customer is solely responsible for determining the recipients, content, timing and frequency of all Outbound Communications, and for configuring any Agentic Feature used to initiate them. As between the parties, Customer is the caller, sender, and initiator of each Outbound Communication for all purposes under applicable law. Eve provides the Service as a tool and does not select recipients, originate content, or determine when an Outbound Communication is sent.

(b) Consent. Customer represents, warrants and covenants that it will not initiate, and will not use the Service or any Agentic Feature to initiate, any Outbound Communication unless Customer has first obtained, and is able to evidence, all consents required by applicable law for that communication, that recipient and that channel, including: (i) prior express consent and, where the communication constitutes or includes telemarketing or advertising, prior express written consent, as required by the Telephone Consumer Protection Act, 47 U.S.C. § 227, and its implementing regulations; (ii) any consent required by any state telephone solicitation, automated dialing, or text messaging statute; (iii) any consent required for the use of an automatic telephone dialing system, an artificial or prerecorded voice, or an artificial intelligence-generated or synthetic voice; and (iv) any consent required under Canada’s Anti-Spam Legislation, the EU General Data Protection Regulation or ePrivacy rules, or other applicable non-U.S. law.

(c) Email. For each Outbound Communication sent by email, Customer represents, warrants and covenants that it will comply with (i) the CAN-SPAM Act, 15 U.S.C. § 7701 et seq., and its implementing regulations, including by using accurate header, routing and sender information and non-deceptive subject lines, identifying the message as an advertisement where required, including a valid physical postal address, providing a clear and functioning opt-out mechanism, and honoring each opt-out request within ten business days, and (ii) applicable analogous state or non-US law.

(d) Suppression, revocation and timing. Before initiating any Outbound Communication, Customer will scrub the recipient list against all applicable do-not-call registries, including where applicable the National Do Not Call Registry, state do-not-call registries, non-US do-not-call registries, and Customer’s internal do-not-contact list. Customer will honor any revocation of consent or opt-out request promptly and by any reasonable means through which it is communicated, and will observe all applicable restrictions on the time of day during which calls and text messages may be placed.

(e) Prohibited sources. Customer will not use the Service or any Agentic Feature to initiate Outbound Communications to any telephone number, email address or other contact information that was scraped, harvested, purchased, rented, or otherwise obtained without verified consent for the channel and purpose of the communication.

(f) Disclosure and recording. Customer will disclose the automated or artificial intelligence-driven nature of any Outbound Communication where required by applicable law, including any bot-disclosure or automated-communication disclosure statute, and will obtain all consents required under applicable wiretap, eavesdropping and call-recording laws before recording, transcribing or monitoring any call.

(g) Professional conduct. Customer will not use the Service or any Agentic Feature to initiate any Outbound Communication: (i) that constitutes solicitation of professional employment in violation of any applicable rule of professional conduct governing attorney advertising or solicitation; (ii) to any person Customer knows to be represented by counsel in a Matter, other than through that person’s counsel; or (iii) to any court, tribunal, arbitrator or government authority, without prior review and approval by a licensed attorney qualified to practice in the relevant jurisdiction.

(h) Records. Customer will maintain records sufficient to evidence the consents obtained and the revocations and opt-outs honored under this Section 3.5 for the longer of five years or the applicable statutory limitations period, and will provide those records to Eve promptly on request in connection with any claim, investigation or regulatory inquiry.

(i) No compliance representation by Eve. Eve makes no representation or warranty that the Service or any Agentic Feature is configured to comply with, or will cause Customer to comply with, any law referred to in this Section 3.5. Compliance is Customer’s sole responsibility.

(j) Customer will not use any Agentic Feature or Outbound Communication tool for lead chase, intake, or marketing to prospective clients except through Eve’s Lead Chase Agentic Feature and in accordance with the Eve Intake AI Voice Agent Terms of Service.

4. Fees

4.1. General. Service rates and Customer’s entitlements to features are listed in the applicable Order.

4.2. Matters. Unless otherwise specified in the Order, a Matter is billed as follows:

(a) A New Matter is billed when used or when it expires unused. New Matters are used when Customer enters the Matter into the Service and commences at least one session, conversation, or other action within the Matter.

(b) Existing Matters are billed when entered into the Service.

Matters are not reusable. Deleted and closed Matters are still considered used and are billed as New Matters or Existing Matters as applicable during the then-current Term. Unless otherwise specified in the Order, (i) Matters are priced at the then-current Matter rates, which are tiered and depend on Page usage; (ii) each New Matter billed consumes one Matter from Customer’s New Matter entitlement for the Term in which it is entered into the Service; and (iii) Matters are counted per Term. New Matters purchased during a Term expire at the end of that Term unless used. Matters that expire are billed in that Term and do not carry over to any renewal Term.

4.3. Pages. Pages are counted per Matter, across all files and items within the Matter. Email messages and any attachments are each counted separately. A compressed archive or container file, such as a .zip, .pst or .mbox file, is not counted as a single file; each file or message it contains is counted separately. Pages are counted when each file or item is first added to a Matter, and are not recounted if it is reprocessed, re-analyzed, edited, deleted, or moved. Output and files or items the Service does not process because they are corrupt, encrypted, or unreadable are not counted. Each Matter is allocated a maximum number of Pages depending on Matter tier.

4.4. Leads. Leads are counted once, when the Lead record is first created. Subsequent communications from or on behalf of the same prospective client, as identified by matching name, telephone number or email address, do not create an additional Lead unless they concern an unrelated matter. A Lead that becomes a Matter continues to count as a Lead, and the resulting Matter is counted separately.

4.5. Minutes. Minutes are billed by second for all use of voice Agentic Features in the Service, whether inbound or outbound. Use is measured in whole seconds, rounding any partial second up. Where the voice Agentic Feature is connected to more than one call at the same time, each concurrent call is measured separately. Minutes are calculated by rounding aggregate use up to the next whole Minute.

4.6. Platform Fee Tiers. The Platform Fee tier specified in the Order corresponds to the aggregate number of Existing Matters Customer is entitled to have in the Service during the applicable Term, including any overage. The Platform Fee is payable for access to the Service and is not contingent on Customer’s actual use of the Service, except where actual use causes Customer to exceed the then-current tier. If the total number of Existing Matters purchased, used, entered into, or otherwise contained in the Service during a Term exceeds the upper limit of Customer’s then-current tier, Customer will be placed in the applicable higher tier and pay the Platform Fee corresponding to the new total. Eve will invoice the difference between the Platform Fee for the prior tier and the new tier, prorated for the remainder of the Term. Customer's tier may increase during a Term but will not decrease during a Term or at renewal unless Eve agrees in writing. Where multiple Orders are in effect or Customer Affiliates use the Service, Existing Matters purchased under all Orders and for Customer and all Affiliates are aggregated for determining the Platform Fee tier.

4.7. Overages. Unless otherwise specified in the Order, usage exceeding Customer’s entitlements will be invoiced separately and charged monthly as a true-up. Matters, Minutes, and Leads over the Order entitlement will be charged at the applicable overage rates specified in the Order or, if none is specified, at Eve’s then-current list rate. Pages used in a Matter in excess of the Pages allotted will result in the Page overage charges listed in the Order, or the upgrade of the Matter to the next higher Matter tier and price if none is specified. Eve may apply reasonable technical rate limits described in the Documentation to protect the availability, security and integrity of the Service for all customers.

4.8. Invoicing. Unless otherwise stated in the applicable Order, all fees are due and payable upon invoice. Amounts more than thirty days late are subject to an interest rate of 1.5% per month or the highest amount allowable by law, whichever is lower. Customer will reimburse Eve for all reasonable costs incurred to collect past due amounts, including collection agency fees, court costs, and reasonable attorneys’ fees.

4.9. Taxes. All fees are exclusive of taxes. Customer is responsible for all taxes, duties and assessments imposed in connection with the Service, except taxes based on Eve’s net income, property or employees. If Eve is required to collect or pay any such tax, Eve will invoice Customer and Customer will pay it, unless Customer provides a valid exemption certificate acceptable to the relevant taxing authority. All payments to Eve will be made free and clear of any withholding or deduction; if any withholding or deduction is required by law, Customer will pay such additional amounts as are necessary so that Eve receives the full amount invoiced.

4.10. Credit Card Payments. If Customer pays by credit card, Eve may seek pre-authorization prior to purchase to verify that the card is valid and has the necessary funds or credit available to cover payment for the Service. Customer authorizes Eve or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Service, all accrued sums on or before payment due dates to Customer’s credit card account. Customer must cancel before renewal to avoid billing of the next periodic payment.

5. Proprietary Rights

5.1. Customer Data. As between Eve and Customer, Customer owns Customer Data. Customer grants to Eve, its Affiliates, and applicable contractors and subprocessors a worldwide, non-exclusive license, during the Term and for such period thereafter necessary to wind down the Service and comply with Eve’s data archival, retention, and export policies, to host, store, copy, transmit, display, process, analyze and create derivative works of Customer Data, in each case as reasonably necessary to provide, maintain, secure, and support the Service and to generate Output for Customer, to detect and prevent fraud, abuse and security incidents, and to comply with applicable law. Subject to the licenses granted in this Agreement, Eve acquires no right, title, or interest in or to Customer Data.

5.2. Service. As between Eve and Customer, Eve and its licensors retain all right, title, and interest in and to the Service, Eve AI, the Documentation, support services, and professional services, including all copies, modifications, improvements, and derivative works thereof and all intellectual property rights therein. Eve retains all right, title and interest in and to any materials, configurations, templates, workflows, integrations or other work product created in the course of providing professional services (“Deliverables”). Subject to Customer’s payment of the applicable fees, Eve grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the Term, to use the support services, professional services, and Deliverables solely in connection with Customer’s permitted use of the Service. Nothing in this section assigns or otherwise affects any right, title or interest in Customer Data or in Customer’s intellectual property existing prior to, or developed independently of, this Agreement. This Agreement does not grant Customer any rights not expressly set forth herein.

5.3. Feedback. Customer may elect to provide suggestions, requests for enhancements or functionality, or other feedback to Eve relating to the operation of the Service (“Feedback”). If Customer, in its sole discretion, provides Feedback, Customer grants Eve a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into its products and services any Feedback as it sees fit without obligation or restriction of any kind.

5.4. Open Source Software. Open-source software, if any, is provided under its applicable open-source license terms, and Eve’s warranties and indemnification obligations under this Agreement do not extend to open-source software except to the extent it is incorporated into the Service by Eve.

5.5. Usage Data. Eve may collect and analyze technical and usage data relating to the provision, use, security and performance of the Service, including system logs, configuration data and metadata regarding Users’ interactions with the Service, but excluding Customer Data (“Usage Data”). Eve retains ownership of Usage Data, may use Usage Data to provide, secure, support, improve and develop the Service and other Eve offerings, and may disclose it in aggregated or de-identified form that does not identify Customer, any User, any client of Customer, or any Matter.

6. Confidentiality

6.1. Confidential Information. Customer and Eve may disclose Confidential Information to each other during the Term. “Confidential Information” means all nonpublic proprietary business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) which is in tangible form and labeled “confidential” or the like, or that reasonably should be understood to be confidential given the circumstances of disclosure and the nature of the information. Customer’s Confidential Information includes Customer Data and any client or matter information subject to legal privilege or a duty of confidentiality between Customer and Customer’s clients. Eve’s Confidential Information includes the Service, Eve AI, the Documentation, free trial software or services, strategic roadmaps, product plans, product designs and architecture, technology and technical information, security processes, security audit reviews, and business and marketing plans.
Confidential Information does not include information that: (i) was already in the Receiving Party’s possession without confidentiality obligations; (ii) is rightfully received by the Receiving Party without confidentiality obligations; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as supported by documents and other competent evidence; or (iv) is disclosed or known to the public without breach of a confidentiality obligation by the Receiving Party, as supported by documents and other competent evidence.

6.2. Use and Obligations. The Receiving Party will use the Disclosing Party’s Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement, and for no other purpose. The Receiving Party will protect Confidential Information received from the Disclosing Party using the same degree of care as it uses to protect its own similar confidential materials, but in no event using less than reasonable care. The Receiving Party will disclose Confidential Information only to its employees, Affiliates, alliance partners, contractors, subcontractors, and subprocessors who have a need to know for purposes of this Agreement and who are under a written obligation of confidentiality no less protective than this Agreement, and the Receiving Party remains responsible for their compliance. Each party may also disclose Confidential Information, including the terms and conditions of this Agreement, in confidence to its legal counsel, accountants, auditors, banks and financing sources, and their advisors.

Confidential Information may be disclosed in response to a subpoena or order of a court or governmental agency, provided that, if not otherwise prohibited, the Receiving Party will notify the Disclosing Party promptly of such disclosure to enable the Disclosing Party to seek an appropriate protective order, will disclose only the portion legally required to be disclosed, and will treat the information as Confidential Information for all other purposes.

6.3. Data Security. Eve will implement and maintain commercially reasonable administrative, physical and technical safeguards and measures designed to address the security, confidentiality and availability of Customer Data in the Service. The parties will comply with the DPA. Liability arising under or in connection with the DPA is subject to the limitations set forth in this Agreement.

6.4. Return or Destruction. Upon expiration or termination of this Agreement, or upon request, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information. If Customer requests that Eve return or destroy Confidential Information that would otherwise be subject to a post-termination or post-expiration retention period under this Agreement or the Data Processing Agreement, Customer waives any remaining period of retention for that Confidential Information following completion of Customer’s instruction. Notwithstanding the foregoing, the Receiving Party may retain copies of the Disclosing Party’s Confidential Information stored electronically on data archives or back-up systems, or as required to comply with laws or regulations applicable to the Receiving Party, provided that such copies remain subject to the terms of this Agreement while in the Receiving Party’s possession or control.

6.5. Third-Party Model Providers. Eve AI incorporates artificial intelligence models from third-party providers. Eve may add, remove, limit or otherwise modify the third-party providers included in Eve AI at any time, provided that no such change will materially degrade Eve AI during a paid Term.
Eve will not allow third party model providers to use Input or Output to train models offered or available to the public generally. Eve will submit Input through ZDR-enabled third party models except as instructed or authorized by Customer. Customer will comply with any restrictions, terms, or use policies imposed by Eve’s model providers.

7. Warranty

7.1. Service Warranty. During the Term, the Service will conform in all material respects to the SLA (the “Service Warranty”). Periods of unavailability that are excluded from the availability calculation under the SLA, including scheduled and emergency maintenance, are not a breach of this warranty.

7.2. Professional Services Warranty. Professional services, if any, may be performed by Eve or subcontractors acting on Eve’s behalf. Eve warrants that: (i) it and its personnel have the necessary knowledge, skills, experience, qualifications and resources to provide and perform the professional services; and (ii) the professional services will be performed in a professional and workmanlike manner in accordance with industry standards. As a condition to Eve providing professional services, Customer will: (a) provide good faith cooperation and access to such information, facilities and equipment as may be reasonably required in order to provide the professional services; and (b) provide such personnel assistance as may be reasonably requested from time to time. If, through no fault or delay by Customer, the professional services do not conform to the foregoing warranty, and Customer notifies Eve within ten days of Eve’s completion of the professional services, Eve will re-perform the non-conforming portions of the professional services at no additional cost to Customer.
Re-performance is Eve’s sole obligation, and Customer’s sole and exclusive remedy, for breach of these warranties. If Eve is unable to re-perform the professional services in conformity with these warranties within thirty days after Customer’s notice, Customer may terminate the affected professional services engagement and Eve will refund the prepaid, unused fees for the non-conforming portion of those services.

7.3. Remedy and Exclusions. Eve’s sole obligations under the Service Warranty, and Customer’s exclusive remedies, are for Eve to use commercially reasonable efforts to correct any non-conformity during the Term and provide Customer credits as listed in the SLA. If Eve is not able to correct the non-conformity such that the Service complies with the Service Warranty, Eve will process a refund of the unused, prepaid fees for such non-conforming Service, and Customer’s right to use the Service for which the refund was processed terminates. Customer will provide all information reasonably requested to enable Eve to cure any such deficiency. The foregoing warranties do not apply to the Service: (i) that is installed, operated, maintained, stored or used improperly, or in any manner not in accordance with the Documentation, this Agreement or Eve’s written instructions; (ii) that is repaired, altered or modified other than by Eve; or (iii) where the issue is caused by any failure of third-party software or cloud services not supplied by Eve.

7.4. Customer Warranty; Legal Services and Professional Oversight. Customer represents, warrants and covenants that:

(a) CUSTOMER WILL NOT USE THE SERVICE, EVE AI, OUTPUT OR ANY PROFESSIONAL SERVICES AS A SUBSTITUTE FOR LEGAL SERVICES OR LEGAL ADVICE, AND ACKNOWLEDGES THAT NONE OF THEM CONSTITUTES LEGAL SERVICES OR LEGAL ADVICE OR A SUBSTITUTE FOR THE PRACTICE OF LAW;

(b) ALL OUTPUT IS PROVIDED IN DRAFT AND NON-FINAL FORM, AND CUSTOMER WILL NOT DELIVER, TRANSMIT, FILE OR OTHERWISE PROVIDE OUTPUT TO ANY CLIENT, PROSPECTIVE CLIENT, COURT, TRIBUNAL, ARBITRATOR, GOVERNMENT AUTHORITY, OPPOSING PARTY OR OTHER THIRD PARTY AS LEGAL ADVICE, OR AS THE WORK PRODUCT OF CUSTOMER, WITHOUT INDEPENDENT REVIEW, VERIFICATION AND THE EXERCISE OF PROFESSIONAL JUDGMENT BY A LICENSED ATTORNEY OR OTHER APPLICABLE PROFESSIONAL QUALIFIED TO PRACTICE IN THE RELEVANT JURISDICTION;

(c) Customer will use the Service, Eve AI and Output only with the oversight of licensed professionals who are qualified to provide the applicable legal or other professional services in their respective jurisdictions, will exercise exclusive oversight over the use of the Service, will review all Output for accuracy and completeness, and will ensure that any Output used in connection with Customer’s provision of legal or other professional services complies with all applicable rules of professional conduct and professional standards;

(d) Customer is solely responsible for all legal advice, strategy, filings, advocacy and other professional services it provides to its clients, and for all professional judgment exercised in connection with any Matter, in each case whether or not the Service, Eve AI or Output was used;

(e) Customer will not use the Service, Eve AI or Output in any manner that constitutes the unauthorized practice of law, or to provide legal advice in any jurisdiction in which Customer or the supervising attorney is not licensed or otherwise authorized to practice;

(f) no attorney-client relationship exists or is created between Eve and Customer, or between Eve and any client or prospective client of Customer, by reason of this Agreement or Customer’s use of the Service, and Customer will not represent otherwise to any person;

(g) Customer will comply with all applicable laws, regulations, and obligations regarding use and disclosure of artificial intelligence tools, including under any applicable court rule, standing order, rule of professional conduct, or agreement with a client;

(h) Customer will develop and maintain internal policies governing appropriate use of the Service and Eve AI, will train its Users on those policies, and will implement sufficient human oversight of Eve AI, including to avoid discriminatory or unlawful outcomes and impermissible automated decision-making.

7.5. Nature of Output. Customer acknowledges that, due to the nature of machine learning and artificial intelligence, Output may not be accurate or suitable for Customer’s intended purposes and may contain material inaccuracies or unverified information. Customer further acknowledges that Output may not be unique, and that the Service may generate the same or similar Output for Eve, other customers, or third parties.

7.6. Disclaimer of Warranties. EXCEPT AS PROVIDED UNDER THIS SECTION, AND TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EVE AND ITS LICENSORS DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EVE DOES NOT WARRANT AGAINST LOSS OR INACCURACY OF DATA, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SERVICE WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE OR HARDWARE. EVE MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF EVE AI OR AS TO THE ACCURACY OF ANY OUTPUT. EVE, ITS SUPPLIERS AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY WARRANTIES, EXPRESS OR IMPLIED, PROVIDED BY A THIRD PARTY.

7.7. No Legal Services by Eve. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EVE DOES NOT PROVIDE LEGAL SERVICES OR LEGAL ADVICE. EVE IS NOT RESPONSIBLE OR LIABLE FOR ANY LEGAL ADVICE, STRATEGY, FILING, ADVOCACY OR OTHER PROFESSIONAL SERVICE THAT CUSTOMER OR ANY CLIENT OF CUSTOMER MAY PROVIDE OR RECEIVE, FOR ANY OUTCOME IN ANY MATTER, OR FOR CUSTOMER’S COMPLIANCE WITH ANY RULE OF PROFESSIONAL CONDUCT, COURT RULE OR STANDING ORDER.

8. Indemnification

8.1. Indemnification by Eve. Eve agrees to defend or settle, at Eve’s expense, a third-party claim or cause of action against Customer alleging with specificity that the Service, standing alone, infringes or misappropriates such third party’s copyright, patent, trademark or trade secret rights (a “Claim”), and to pay damages finally awarded against Customer by a court of competent jurisdiction or agreed in settlement. Eve’s obligations hereunder do not apply with respect to any Claim that arises out of: (a) any unauthorized use, reproduction or distribution of the Service; (b) the Service being modified after delivery without Eve’s prior written authorization; (c) Customer’s continued use of the allegedly infringing Service after Eve modified the Service to be non-infringing; (d) Output, or Customer’s use, modification, publication, filing or distribution of Output; (e) Customer Data, Input, or any other materials, data, instructions or inputs provided or directed by Customer; (f) any combination or use of the Service with products, services, data or technology not provided by Eve, where the Claim would not have arisen but for the combination; (g) use of the Service in breach of this Agreement, the DPA, or the Documentation; or (h) Evaluation Use.

If any Claim arises, Eve may, at its sole option and expense: (A) replace or modify the affected Service to make it non-infringing; (B) procure a license for Customer’s continued use of the affected Service; or, if Eve determines in its sole discretion that (A) and (B) are not commercially viable, terminate Customer’s rights thereto, in which case Eve will process a pro-rated refund of the applicable prepaid unused fees for such Service covering the remainder of the then-current Term. This Section 8.1 states Customer’s sole and exclusive remedy, and Eve’s sole liability, with respect to infringement or misappropriation of third-party intellectual property rights.

8.2. Customer Indemnity. Customer agrees to defend, indemnify, and hold Eve and its directors, officers, employees, Affiliates, agents, and assigns (the “Eve Parties”) harmless from and against any claims, liabilities, damages, fines, penalties, losses and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to: (a) Customer Data, Customer’s use of Output or an Agentic Feature, or Customer’s or its Users’ access to or use of the Service; (b) Customer’s breach or alleged breach of this Agreement; (c) Customer’s violation or alleged violation of any third-party right, including any intellectual property, publicity, confidentiality, or privacy right; (d) Customer’s violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authority; (e) any Outbound Communication, including any claim, investigation or proceeding under the Telephone Consumer Protection Act, the CAN-SPAM Act, any state telephone solicitation or text messaging statute, any do-not-call requirement, or any similar US or foreign law; or (f) Customer or a User’s provision of legal advice, or any claim that Customer or a User engaged in the unauthorized practice of law, breached a duty owed to a client, or violated a rule of professional conduct, court rule or standing order, in connection with Customer’s use of the Service, Eve AI or Output.

8.3. Indemnification Process. The party seeking indemnity will provide the other party with: (i) prompt written notice of the claim, provided that the failure to give such notice will not relieve the indemnifying party of its obligations except to the extent the indemnifying party is prejudiced by such failure; (ii) complete control over the defense and settlement of the claim, provided that the indemnifying party will not settle any claim without the other party’s prior written permission if the settlement fails to unconditionally release the indemnified party from all liability pertaining to the claim, such permission not to be unreasonably withheld, delayed or conditioned; and (iii) reasonable assistance in connection with the defense and settlement of the claim. Notwithstanding the foregoing, with respect to any claim subject to indemnification by Customer, Customer will cooperate as required by Eve in the defense of any claim; Eve reserves the right to assume exclusive defense and control of any matter, with the cost of any such defense at Customer’s sole expense; and Customer will not settle any claim without Eve’s prior written consent.

9. Limitation of Liability

EVE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, OR THE COST OF COVER, HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, INDEMNITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF EVE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. EVE’S, ITS AFFILIATES’, AND ITS LICENSORS’ TOTAL, CUMULATIVE AND ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE GIVING RISE TO THE LIABILITY FOR THE TWELVE MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY OR ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT, BUT WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. THE LIMITATIONS IN THIS SECTION 9 APPLY FOR THE BENEFIT OF EVE AND THE EVE PARTIES, ITS LICENSORS, SUPPLIERS, SUBPROCESSORS, AND CONTRACTORS.

10. Termination

10.1. Termination for Cause. All Orders are non-cancellable and non-refundable, except as provided herein or otherwise stated in the Order. A party may terminate this Agreement if the other party: (i) materially breaches this Agreement and such breach is not cured within thirty days of that party’s receipt of written notice describing the breach; or (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to the control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within ninety days. Customer’s failure to pay any amount when due is a material breach for which the cure period is ten days from Customer’s receipt of written notice of non-payment. Customer’s breach of Section 3 is a material breach for which Eve may terminate immediately on written notice. On any termination by Eve under this Section, all unpaid fees for the remainder of the then-current Term become immediately due and payable.

10.2. Post-Termination Obligations. Upon expiration or termination of this Agreement, Customer will no longer have access to the Service, except as set out herein, and will destroy any nonpublic Documentation and provide written certification of such destruction. For a period of thirty days after such termination or expiration, upon Customer’s prior written request, Eve will allow Customer limited access to retrieve any Customer Data remaining on the Service, subject to Customer’s compliance with the terms of this Agreement. After such thirty day grace period, Customer will have no further rights or access to the Service, and Customer’s Service instance, including any Customer Data, will be deleted by Eve, subject to Section 6.4 and to any retention required by applicable law. Copies of Customer Data residing in routine data archives or back-up systems will be deleted in the ordinary course in accordance with Eve’s retention schedule and remain subject to the confidentiality and security obligations in Section 6 while retained. Customer is responsible for maintaining its own copies of Customer Data.

10.3. Surviving Provisions. The following sections survive termination or expiration of this Agreement: Section 1, Section 3, Section 4, Section 5, Section 6, Section 7.3, Section 7.4, Section 7.6, Section 7.7, Section 8, Section 9, Section 10, and Section 11.

11. General

11.1. Independent Parties. This Agreement does not create a partnership, franchise, joint venture, agency, or similar relationship between the parties. Neither party has any right or authority to incur any obligation on behalf of the other party.

11.2. Assignment; Subcontracting. Customer will not assign or delegate any rights or obligations under this Agreement, in whole or in part, whether voluntarily or by operation of law, without Eve’s prior written consent, except by way of merger, consolidation, or the acquisition of all or substantially all of its assets or voting securities. Any purported assignment in violation of the foregoing is void and of no force or effect. Subject to the foregoing restrictions, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
Notwithstanding the foregoing, Customer may not assign or transfer this Agreement, by merger, consolidation, acquisition, or otherwise, to a competitor of Eve without Eve’s prior written consent, and any such assignment is void. If Customer undergoes a change of control in which the acquiring party is a competitor of Eve, Eve may terminate this Agreement on thirty days’ written notice and will refund the prepaid, unused fees for the terminated portion of the then-current Term.

Eve may engage Affiliates, contractors, and subprocessors to perform any of its obligations under this Agreement, and may add, replace or substitute such parties, including hosting and third-party model providers.

11.3. Export Controls and Trade Laws. Each party will comply with all applicable export laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. Without limiting the foregoing, each party agrees that it will not export, re-export, download, or otherwise transmit Confidential Information or the Service: (i) to any country or region subject to a U.S. embargo or comprehensive trade sanctions; (ii) to any individual or entity identified on any U.S. Government restricted party list, including the Consolidated Sanctions, Specially Designated Nationals, Denied Persons, Entity, or Unverified Lists; or (iii) to any end user with knowledge or reason to know that the Service or such Confidential Information will be used for nuclear, chemical, or biological weapons proliferation, or for missile-development purposes.

11.4. Customer Reference. During the Term, Customer grants Eve a limited, revocable, non-exclusive and non-transferable license to use Customer’s name and logo in Eve’s customer lists, website, and marketing and sales materials. Eve will cease use of Customer’s name and logo within thirty days after Customer’s written request.

11.5. Severability. In the event that any provision of this Agreement is declared by a court of competent jurisdiction to be illegal, void or unenforceable, such provision will be limited or eliminated to the extent necessary so that the remainder of this Agreement continues in full force and effect.

11.6. Nonwaiver. The failure of a party to enforce any provision of this Agreement will not be construed as a waiver of such provision or of any other provision of this Agreement.

11.7. Force Majeure. Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement, other than an obligation to pay money, to the extent caused by circumstances beyond its reasonable control, including pandemics, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, acts of Godzilla, emergence of mythical beast or monster (unless benign), internet service provider failures or delays, denial of service attacks or other similar causes, war, sudden and unexpected appearance of the Spanish Inquisition in the office building or other professional facilities of either party, terrorism, governmental action, apocalypse, labor conditions, extraterrestrial invasion, earthquakes, volcanic eruptions or material shortages. The affected party will notify the other promptly and use commercially reasonable efforts to resume performance.

11.8. Integration; Order of Precedence; Updates. This Agreement constitutes the entire agreement between Customer and Eve and supersedes all prior agreements and communications between the parties regarding its subject matter. Eve may update these terms, the SLA, DPA, and the Documentation from time to time, including any supplementary or additional terms previously made available by Eve, and continued use of the Service after being provided notice of such updated terms will be deemed acceptance. Unless otherwise explicitly stated herein, the terms of this Agreement supersede and control over any conflicting or additional terms and conditions of any purchase order, order acknowledgement, confirmation, vendor registration or payment portal, or similar document issued by or on behalf of Customer, and any such terms are of no force or effect. In the event of a conflict between this Agreement and an Order signed by both parties, this Agreement will control unless the Order states that it supersedes the Agreement, in which case the Order will control solely with respect to that Order.

11.9. Governing Law; Dispute Resolution. The United Nations Convention on Contracts for the International Sale of Goods (1980) is excluded in its entirety from application to this Agreement. This Agreement is governed by and construed in accordance with the laws of the State of California without applying conflict of law principles. All disputes and actions arising from or related to this Agreement are subject to exclusive jurisdiction and venue in the state and federal courts located in Santa Clara County, California. All disputes will be resolved on an individual basis and not consolidated with, or litigated on a class or representative basis with, the claim of any other person. Any claim arising out of or related to this Agreement must be brought within one year after the claim accrues, except for claims for non-payment and claims under Section 8.2.

11.10. Notices. All notices under this Agreement will be in writing and deemed given: (a) one business day after deposit with a recognized overnight courier; (b) three business days after deposit by domestic United States mail; or (c) on the date sent by email or other electronic means, absent an automated delivery-failure response. Notices to Customer will be sent to the contacts identified in the applicable Order, and Customer’s designated email contact is valid for all notices under this Agreement. Notices to Eve must be sent with a copy by email to legal@eve.legal. Eve may give Customer notices by email or through the Service.

11.11. Attorneys’ Fees. In any action or proceeding to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees and costs.

11.12. Third-Party Beneficiaries. Except as expressly set forth in this Agreement, this Agreement confers no rights on any person or entity other than the parties. Section 8.2 and Section 9 are intended for the benefit of, and are enforceable by, the Eve Parties and Eve’s licensors, suppliers, subprocessors, contractors and personnel.

11.13. Counterparts; Headings. Orders may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one agreement. Headings are for convenience only and do not affect the interpretation of any provision.