Last Modified: January 11, 2022
PLEASE READ THIS MERCHANT AGREEMENT CAREFULLY BEFORE ACCESSING OR USING EVED. YOU HAVE EXPRESSLY AGREED TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY (COLLECTIVELY, THE "AGREEMENT"), BY ACCESSING OR USING EVED AND BY SIGNIFYING YOUR CONSENT DURING THE REGISTRATION PROCESS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE EVED. QUESTIONS AND CONCERNS REGARDING THIS AGREEMENT SHOULD BE DIRECTED BY E-MAIL TO: legal@eved.com. THIS AGREEMENT IS A BINDING LEGAL CONTRACT BETWEEN YOU ("you" or "your") AND EVED, LLC ("we", "us" or "our"). TOGETHER WITH ANY ADDITIONAL TERMS GOVERNING SPECIFIC SERVICES, FEATURES AND FUNCTIONS MADE AVAILABLE VIA EVED, THIS AGREEMENT COVERS YOUR USE AND PARTICIPATION IN EVED AND ITS RELATED SERVICES.
THIS AGREEMENT CONTAINS IMPORTANT TERMS AND CONDITIONS THAT AFFECT YOU AND YOUR USE OF EVED, INCLUDING A PROVISION REGARDING BINDING ARBITRATION OF DISPUTES AND A WAIVER OF CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. PLEASE READ THE "DISPUTE RESOLUTION" SECTION (SECTION 19) IN ITS ENTIRETY.
WE RESERVE THE RIGHT AT ANY TIME TO CHANGE ANY OF THE TERMS CONTAINED HEREIN OR ANY INFORMATION CONTAINED IN EVED. ANY SUCH CHANGES WILL APPEAR ON THE INDIVIDUAL PAGES OF EVED AND/OR ON THIS SCREEN. BY USING EVED, YOU AGREE IN ADVANCE TO ACCEPT ANY SUCH CHANGES WHICH ARE EFFECTIVE UPON POSTING.
In the event of conflicts between the terms and conditions of any of the related policies and agreements, the terms in the body of this Agreement shall govern unless expressly stated by us to the contrary.
As used in this Agreement, "Eved" means the features and services made available to you from certain sites owned or controlled by Eved LLC, including without limitation, vendorcheckin.com, evedonline.com, eved.com and any replacement site thereof.
1.1 In order to access and use Eved, you are required to register for an account ("Merchant Account"). When registering, you may select the type of Merchant Account to register for. By creating a Merchant Account, you agree to: (a) provide accurate, current and complete account information; (b) maintain the security of your password, not share your password with any other person and accept all risks of unauthorized access to your account; and (c) promptly notify us if you discover or otherwise suspect any security breaches related to Eved.
1.2 By registering for a Merchant Account and each time you access and use Eved, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) all information you submit or post via Eved, including your profile and your Merchant Account is truthful and accurate; (c) you will maintain the currentness and accuracy of all such information; and (d) your use of Eved does not violate any applicable law or regulation. Your Merchant Account may be deleted and your Merchant Account may be suspended or terminated without warning and without any liability whatsoever, if we believe, in our sole discretion, that you are violating this Agreement. Your Merchant Account is subject to verification. We may deny a Merchant Account in our sole discretion without liability to you. You agree and consent to authorizing us to periodically audit the validity of the information in your Merchant Account. If you are registering on behalf of your company or another entity, you represent that you are authorized to enter into, and bind the entity to, this Agreement and register for Eved.
1.3 Excluding any payment information, we may include any information from your Merchant Account profile to create, maintain, host and publish a directory listing.
2.1 Except as otherwise agreed upon, we hereby grant you a limited, nonexclusive, non-assignable or transferable right to access and use Eved solely for your own or your company's purposes, subject to your compliance with this Agreement. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, rent, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit Eved, except as expressly permitted by us or as permitted under applicable law. Any unauthorized use of Eved is strictly prohibited and will terminate the rights granted in this section. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.
3.1 You may submit, post, upload, publish, email, send or otherwise transmit content, including, but not limited to, text, images, photos, videos, sounds, software and other information and materials (collectively, "Content"). Unless otherwise agreed to, we do not claim any ownership rights in or to the Content. By submitting Content though Eved, you grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free and fully sublicensable right to use, copy, display, store, adapt, perform and distribute such Content in connection with Eved. You irrevocably consent to any and all acts or omissions by us or persons authorized by us that may infringe any moral right (or analogous right) in the Content. You understand that whether or not such Content is published, we do not guarantee any confidentiality with respect to any such Content.
3.2 Please remember that while Eved is not a public forum, Content is accessible to and viewable by other users of Eved seeking to acquire services ("Buyers"). Except as may be required to register and/or maintain your Merchant Account, do not submit personally identifiable information (e.g. first and last name together, password, phone number, address, credit or debit card number, medical information, e-mail address, or other contact information).
3.3 You are solely responsible for your Content and you represent and warrant that (a) you either are the sole and exclusive rights owner of all Content that you provide, or you have obtained all rights, licenses, permissions, consents and releases that are necessary to grant to us the rights specified in this section; (b) the provision of your Content, and our subsequent use of such Content, does not and will not infringe, misappropriate or violate any third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations; (c) your Content does not violate our community standards; (d) the Content does not include malicious code; and (e) the Content does not offer or disseminate fraudulent products, services, schemes, or promotions.
3.4 We have no responsibility or liability for Content made available through Eved, and we have no obligation to screen, edit or monitor such content. However, we do reserve the right, and have absolute discretion, to remove, screen or edit Content at any time and for any reason.
3.5 Certain Buyer provided Content may be subject to additional terms, which such terms shall be solely between you and the applicable Buyer. We have no responsibility or liability with respect to your access to or use of such Buyer Content, or any content or functionality contained therein.
4.1 By accessing or using Eved or the Content, you agree that you will not: (a) access or use Eved or Content in any manner that could interfere with, disrupt, negatively affect or inhibit anyone from fully enjoying and using Eved or the Content; (b) damage, disable, overburden or impair the functionality of Eved or the Content in any manner; (c) access or use Eved or the Content for any illegal or unauthorized purpose; (d) use or attempt to use another user's account without authorization from such user; (e) modify, adapt, hack or emulate Eved or the Content; (f) use any robot, spider, crawler, scraper or other automated means not provided or authorized by us; (g) circumvent or attempt to circumvent any filtering, security measures or other features; (h) infringe upon or violate our rights and/or those of our users or any third party; (i) attempt to access or search Eved through the use of any unauthorized engine, software, tool, agent, device or mechanism; (j) access, tamper with, or use non-public areas of Eved; (k) gather and use information to transmit any unsolicited advertising, junk mail, spam or other form of solicitation; (l) use Eved for any commercial purpose or for the benefit of any third party in any manner not authorized by this Agreement; or (m) encourage or enable any other individual to do any of the foregoing.
4.2 You agree not to sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition, tobacco (including e-cigarettes), alcohol products as well as any products or services that (a) you cannot legally sell, (b) are misrepresented, or (c) if sold using Eved, could cause us or our affiliates and licensors to violate any law, statute or regulation.
4.3 You will not take any actions which may undermine the Merchant referral system, or the Merchant feedback system used to solicit feedback from other users.
4.4 This Agreement applies to all transactions, negotiations and other communications occurring that are initiated or facilitated, in whole or in part, using Eved. All transactions conducted through Eved are intended to be carried out between businesses, and not individuals or consumers.
4.5 Eved includes various product and service offerings that permits Merchant to enter into online transactions with Buyers upon terms and conditions mutually agreed upon by Merchant and Buyer. You acknowledge and agree that we are not a party or an agent of any in transactions conducted via Eved. We do not set, control or endorse the price, contract terms, quality, safety, conformance or legality of the products or services advertised or offered for sale via Eved.
4.6 If you have a dispute with a Buyer, or suffer any harm arising out of or connected with any Buyer, you hereby waive all claims against and release Eved LLC (and its subsidiaries, employees, officers, directors, shareholders, suppliers, joint ventures and agents) and Eved from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Eved, any Buyer or with regard to such disputes.
4.7 Eved is not responsible for credit card charge backs as a result of a billing dispute. All disputes must be resolved directly between you and the applicable Buyers. In the event of a credit card chargeback, Eved is authorized to immediately generate an ACH from the seller for the total amount of the chargeback and retain those funds until such time that the dispute is resolved in Eved's favor.
4.8 We own the aggregated and statistical data derived from the operation of Eved, including, without limitation, the number and types of transactions, configurations, and reports processed in Eved and the performance results for Eved (the "Aggregated Data"). Nothing herein shall be construed as prohibiting us from utilizing the Aggregated Data for purposes of operating our business, provided that our use of Aggregated Data will not reveal your confidential information.
4.9 We reserve the right, upon reasonable notice, to: (a) charge for access to some or all of Eved, charge for access to premium functionality or Content, or require a subscription or account registration to access some or all of Eved ("Subscriptions"); (b) change terms and conditions for Eved or portions thereof; and (c) restrict access to Eved or portions thereof, in whole or in part, based on any lawful eligibility requirements we may elect to impose.
5.1 From time-to-time we may release certain new functionalities or services to be made available in connection with Eved (the "Beta Services"). Such Beta Services are pre-release versions of features, functionality or services that have not been generally released to all users. In the event you use, test or evaluate any of the Beta Services as provided by us, you acknowledge and agree that: (a) the Beta Services will be experimental and will not have been fully tested; (b) the Beta Services may not meet your requirements; (c) the use or operation of the Beta Services may not be uninterrupted or error free; (d) your use of the Beta Services will be for purposes of evaluating and testing the new functionality and services and providing feedback to us; and (e) you shall inform your personnel and other users regarding the nature of the Beta Services. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL BETA SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE", WITHOUT WARRANTIES OF ANY KIND.
6.1 Without limiting other remedies, we reserve the right to suspend and/or terminate your Merchant Account and/or your right to access and use Eved or Content, whether in whole or in part, if you violate this Agreement or any other terms or policies referenced herein, or if you otherwise create risk or possible legal exposure for us, pose an unacceptable credit or fraud risk to us, or provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct.
6.2 You may terminate this Agreement at any time by closing your Merchant Account at any time. Any pending transactions at the time you terminate your Merchant Account will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, will be paid out to you, assuming all payout-related authentication requirements have been fulfilled.
6.3 If your Merchant Account is terminated or suspended, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using Eved and the Content, (c) that the rights granted under this Agreement shall immediately cease, (d) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) that we shall not be liable to you or any third party for termination or suspension of access to Eved or for deletion of your information or account data.
6.4 We will not be liable to you for compensation, reimbursement, or damages in connection with your use of Eved, or in connection with any termination or suspension of Eved. Any termination of this Agreement does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.
7.1 Eved allows you to accept payments from Buyers. Buyers may remit payment to you, and you may remit payment to Buyers via EvedPay, which deposits the payment directly into your Merchant Account or the Buyer's account via an electronic bank transfer, less a merchant fee, if applicable, in accordance with the then-current posted rates for every payment processed via EvedPay (the "Merchant Fee"). All Merchant Fees are charged at the time the transaction is processed and is deducted first from your Merchant account payment or the Buyer's account prior to transferring the funds to the applicable Merchant.
7.2 We are not a bank and do not offer banking services. Except for our limited role in processing payments, we are not involved in any underlying transaction between you and any Buyer. We take no responsibility for the quality, fitness, safety, reliability, legality of any transaction. We do not guarantee payment on behalf of any Buyer. You acknowledge that (a) we are acting on your behalf solely to process, administer and maintain funds as part of your Merchant Account, (b) we may use the services of one or more third party processors and/or financial institutions to process your transactions (each a "Processor"), and (c) no partnership, joint venture, employee-employer, franchisee-franchiser, creditor-debtor, escrow, or other fiduciary relationship is intended or created by the establishment of your Merchant Account or this Agreement.
7.3 We will hold money that you collect from Buyers in your Merchant Account (your "Balance"). When you carry a Balance, your funds will be co-mingled and held with other participants' funds in one or more pooled accounts at one or more FDIC-insured banks by us on your behalf and for the benefit of you and other participants holding balances (each a "Pooled Account"). U.S. dollar balances held in the Pooled Account are eligible for FDIC pass-through insurance as determined by applicable law.
7.4 We may require that you either maintain a minimum balance in your Merchant Account or establish a separate reserve account (a "Reserve Account") to secure the performance of your obligations under this Agreement. Without limiting the foregoing, we may require a Reserve Account in the event of a Chargeback or if you have a high rate of Chargebacks, refunds, or complaints from Buyers.
7.5 If there is no activity in your Merchant Account (including without limitation access or payment transactions) for at least two (2) years, consecutively, and you are currently holding a Balance, we will notify you by sending an e-mail to your registered e-mail address and give you the option of keeping your Merchant Account open and maintaining the Balance or withdrawing the Balance. If you do not respond to our notice within thirty (30) days, we will automatically close your Merchant Account and refund your Balance to you.
7.6 You will at all times adhere to all applicable laws, rules, and regulations applicable to your use of Eved. Without limiting the foregoing, you may not act as a payment intermediary, aggregator or service bureau or otherwise resell Eved on behalf of any third party.
8.1 By registering for Eved, you authorize us to hold, receive, and disburse funds on your behalf in accordance with your payment instructions, subject to the terms of this Agreement. To process payment transactions that you authorize, we (or third parties acting on our behalf) may debit or credit (as appropriate) your Balance, or the U.S. checking or other ACH-enabled bank account that you registered with us (your "Bank Account").
8.2 Funds for any given transaction will not be available until the transaction is deemed complete. As applicable, transactions will be deemed complete when the funds are received by us, including in the Pooled Account. Funds in your Account may be withdrawn only by direct deposit via ACH to your Bank Account.
8.3 Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Merchant Account and your use of Eved, and (b) reconciling all payment activity to and from your Merchant Account and all other transactional information that is associated with your Merchant Account.
8.4 You agree to cooperate with us to resolve complaints involving you. You will respond to our inquiries and deliver to us any information reasonably requested by us regarding any disputed transactions within ten (10) business days of our request.
8.5 Prior to you being able to make your products, services and Content available to Buyers, you shall set and enter your prices to be charged for the products, services and Content you are offering. All prices shall be stated in advance before any party can purchase them.
8.6 We offer tools to help you conduct activities on Eved, such as offering for sale and selling your products and services and enabling you to invoice and collect payments. How you conduct your activities is your responsibility. We are not a party to your transaction and therefore not liable for it. You are solely responsible for your activities, including compliance with applicable laws and regulations, including without limitation any taxes related to the purchase or sale of products or services.
9.1 The amount of a transaction may be charged back or reversed to your Merchant Account (a "Chargeback") if the transaction (a) is disputed by the account holder, (b) is reversed for any reason by the Buyer's financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Agreement.
9.2 For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve Account. We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by our Processor, or processing financial institutions from your Merchant Account (including without limitation any Reserve Account), any proceeds due to you, your Bank Account, or other payment instrument registered with us.
9.3 If we determine that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your Merchant Account, including without limitation, by (a) establishing new processing fees, (b) creating a Reserve Account in an amount determined by us to cover anticipated Chargebacks and related fees, (c) limiting withdrawals, and (d) terminating or suspending Eved.
9.4 You agree to assist us when requested, at your expense, to investigate any transaction processed through Eved. We will request necessary information from you to contest the Chargeback. You acknowledge that your failure to timely assist us in investigating a transaction, including without limitation providing necessary documentation within seven (7) days of our request, may result in an irreversible Chargeback.
10.1 You will pay to us the applicable fees specified in Eved or with respect to any transactions entered into by you. There are no refunds or prorations on Merchant Fees, dues or other fees; no exceptions.
10.2 To the extent permitted by law, we may set off against the Balances or debit your Bank Account or other payment instrument in your Merchant Account for any obligation you owe us under this Agreement, including without limitation any Chargebacks.
10.3 You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with any request for or performance of Eved, your use of Eved, the transactions and related payment, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours.
11.1 We own all right, title and interest in Eved, including but not limited to, all methods, processes, content, formats, designs and URLs, together with all inventions, patents, copyrights, trademarks and other intellectual property rights and derivative works and improvements pertaining thereto. Except as expressly set forth in this Agreement, no intellectual property rights are granted to you, either express or implied.
12.1 You may provide suggestions, comments or other feedback (collectively, "Feedback") to us with respect to Eved or any of the products and services available via Eved. Feedback is voluntary. We may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant us an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with our business, including the enhancement of Eved.
13.1 We are committed to complying with copyright and related laws, and require all users of Eved to comply with these laws. Accordingly, you may not store any material or content or use or disseminate any material or content through Eved in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law.
13.2 If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing.
13.3 If you believe that your work has been copied and posted using Eved in a way that constitutes copyright infringement, please provide our designated agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized; and (f) a statement by you, made under penalty of perjury, that the information contained in your report is accurate.
13.4 Our designated agent for notice of claims of copyright infringement can be reached as follows: (a) by E-Mail: legal@eved.com with the subject line "DMCA"; or (b) by mail: Eved, LLC, 5641 Howard Street, Niles, IL 60714, Attn: DMCA Agent
14.1 Your access or use of Eved may provide you with access to certain non-public information or materials relating to our products, intellectual property, business, marketing programs and efforts, and other sensitive information ("Confidential Information"). Our Confidential Information will be deemed to include all non-public areas of Eved and the content thereof.
14.2 You agree not to disclose Confidential Information except as provided for herein. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by you of this Agreement; (b) was previously known to you prior to the date of disclosure; (c) was acquired by you from a third party without any breach of any obligation of confidentiality; (d) was independently developed by you without reference to Confidential Information; or (e) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency.
14.3 Except as expressly provided herein, you agree not to use or disclose any Confidential Information without our prior written consent, except disclosure to and subsequent uses by your employees or consultants on a need-to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information.
14.4 On termination or expiration of this Agreement, you will return or destroy, at our option and instructions, our Confidential Information.
14.5 By using Eved, you may receive information about Buyers or other third parties. You must keep such information confidential and only use it in connection with Eved. You may not disclose or distribute any such information or use the information for marketing purposes unless you receive the express consent of Eved or the applicable Buyer.
14.6 The collection, use and disclosure of information by Eved is disclosed in our Privacy Policy. We may share certain contact information with a third party in the event that we receive inquiries for customer service purposes, regulatory or governmental agencies or our Processors.
15.1 EVED, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE, PRODUCTS OR TECHNOLOGY OBTAINED THROUGH EVED ARE PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, AND NON-INFRINGEMENT; (B) THAT EVED WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF EVED AND ANY CONTENT MADE AVAILABLE TO YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
16.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER US NOR ANY OF OUR SUBSIDIARIES, DIVISIONS, AFFILIATES, AGENTS, REPRESENTATIVES, VENDORS, LICENSORS OR OTHER THIRD-PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SERVICES, SHARED CONTENT, OR INFORMATION CONTAINED WITHIN THE SITE, OR ANY CONTENT PROVIDED, OR MADE AVAILABLE, INCLUDING ANY THIRD PARTY SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH EVED, OR ANY SERVICE, CONTENT OR SITE, IS TO STOP USING EVED AND THOSE SERVICES.
16.2 Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us during the month immediately preceding the action giving rise to the liability, and (b) $100, or in the event of a breach of Section 14 (Confidentiality) our liability to you shall not exceed the total subscription fees paid by you to us for access to Eved.
16.3 In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control.
17.1 You will indemnify and hold harmless us, our subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, and Eved users from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (b) your wrongful or improper use of Eved; (c) your failure to comply with any applicable laws or regulations in connection with your use of Eved; (d) any transaction submitted by you or products or services sold or provided by you via Eved; (e) any claim or dispute arising out of products or services offered or sold by you; and (f) your Merchant Account and any transactions that you submit to Eved.
18.1 Except as explicitly stated otherwise, legal notices shall be served on Eved via e-mail to legal@eved.com. We may give you legal notice by mail or e-mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
19.1 Any dispute which is not resolved within ten (10) days after referral to the parties' senior executives shall at any time thereafter, at the initiation of either party, be submitted to binding arbitration which shall be the exclusive means for resolving any such disputes. THE PARTIES EACH AGREE THAT, EXCEPT AS MAY OTHERWISE BE SET FORTH HEREIN, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING TO OR ARISING OUT OF EVED OR THIS AGREEMENT, SHALL BE FINAL AND BINDING ARBITRATION, except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark, or trade secret rights, then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. Such arbitration shall be held in Chicago, Illinois, United States of America. Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY.
19.2 To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING, BUT NOT LIMITED TO, ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to Eved be instituted more than one (1) year after the cause of action arose.
20.1 The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the United States of America, specifically, State of Illinois, as if performed wholly within the State and without giving effect to the principles of conflicts of law. In the event a claim is not subject to binding arbitration as set forth in Section 19, then the State and federal courts of Illinois shall have jurisdiction over any claim arising hereunder. Any legal action or proceeding relating to Eved or this Agreement which is not subject to such binding arbitration shall be instituted in a state court in Chicago or Cook County, Illinois, or in a federal court in the Northern District of Illinois. The prevailing party shall be entitled to reasonable attorneys' fees and expenses.
21.1 We reserve the right to change, suspend, remove, discontinue or disable access to Eved or Content or particular portions thereof, at any time and without notice. In no event will we be liable for the removal of or disabling of access to any portion or feature of Eved or Content. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be deemed to be restated to reflect as nearly as possible the original intention in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. In our sole discretion, we may assign this Agreement without your consent. You may not assign this Agreement without our express consent. Nothing contained in this Agreement will be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement. You may report complaints or post comments by emailing legal@eved.com.
Copyright ©2007-2026 Eved LLC. All Rights Reserved. EvedPay Visa® Prepaid Card Solutions are hosted by PEX, Prepaid Expense Solutions, and are issued by Fifth Third Bank, N.A., Member FDIC, or The Bancorp Bank, N.A., Member FDIC, pursuant to a license from Visa U.S.A. Inc. and may be used everywhere Visa prepaid cards are accepted. Please see the back of your card for its issuing bank.