TERMS OF SERVICE

Effective date: December 5, 2025

These Terms of Service (“Terms”) govern access to and use of the Evercity software-as-a-service platform and related services provided at and through evercity.io, auth.evercity.io, carbon.evercity.io and any associated applications (collectively, the “Platform”) operated by:
Evercity UG (haftungsbeschränkt)
Neumannstraße 135, 13189 Berlin, Germany
Registered with the Commercial Register (Amtsgericht Berlin Charlottenburg) under HRB 230882 B
(“Evercity”, “we”, “us”, “our”).

By creating an account on the Platform, accepting Privacy Policy and Terms of Service, or otherwise accessing or using the Platform, you (“User”, “you”) agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you are duly authorized to bind that entity, and “User” will refer to that entity.

If you do not agree to these Terms, you must not access or use the Platform.

1. Definitions
In these Terms, the following capitalised terms have the meanings set out below:

• “Account” means a user account registered on the Platform.
• “Climate Assets” means climate-related financial or digital instruments and assets, including without limitation carbon credits or forwards, green, social or sustainability-linked bonds, and similar instruments, whether on voluntary or compliance markets, and any associated claims, tokens or digital representations.
• “Evercity Clients” means Project Users and Service Providers with whom Evercity may have a separate written agreement (such as a SaaS subscription agreement or service agreement).
• “Evercity Network” means investors, buyers, off-takers, financing partners and other stakeholders introduced to Users through the Platform, Evercity-organised or supported events, or direct introductions made by Evercity (including via email, calls or other channels).
• “Investors” means Users that access the Platform primarily to discover, evaluate or engage in Transactions involving Climate Assets or climate-related projects, including without limitation funds, corporates, traders, financial institutions and development finance institutions.
• “Project Users” means Users that are project owners, project developers, project proponents or similar entities using the Platform to structure, finance and/or monitor climate-related projects.
• “Service Providers” means Users that are project developers, consultants, auditors, MRV providers, technical developers, verifiers, assurance providers, financial advisors, or other professional service providers using the Platform to offer services to Project Users and/or Investors.
• “Team Members” means individual users (such as employees, contractors or other authorised representatives) who are granted access to a Company Account by the User.
• “Transactions” means any binding or non-binding arrangement, including but not limited to term sheets, letters of intent, mandates, subscription or purchase agreements and similar documents, relating to: (i) the provision of debt, equity, guarantees or other financing; (ii) the purchase, sale, off-take or other transfer of Climate Assets; and/or (iii) the engagement of Service Providers for advisory, MRV, verification, development or other professional services.
• “User Content” means any data, information, documents, models, templates, media, messages or other materials provided, uploaded or otherwise made available by or on behalf of a User through the Platform.

Unless the context requires otherwise, “Users” collectively refers to Project Users, Service Providers and Investors.

2. Scope and Relationship with Other Agreements

2.1 Scope of these Terms.
These Terms govern your general access to and use of the Platform. They apply to all Users irrespective of their role (Project Users, Service Providers or Investors).

2.2 Additional agreements with Evercity Clients.
If you are an Evercity Client, your use of the Platform may also be governed by a separate written agreement with Evercity (such as a SaaS subscription agreement, service agreement, or other commercial contract) (“Client Agreement”). In the event of any conflict between these Terms and a Client Agreement:
(a) the Client Agreement shall prevail in respect of commercial terms (including fees, onboarding arrangements, deliverables and specific scopes of work); and
(b) these Terms shall prevail for general rules of access to and use of the Platform, unless expressly overridden in the Client Agreement.

2.3 Third-party agreements.
Transactions between Users (for example, financing agreements, Climate Asset purchase agreements, or service contracts between Project Users and Service Providers) are governed exclusively by separate agreements between those Users. Evercity is not a party to such agreements unless explicitly stated in writing.

3. Eligibility, Registration and Accounts

3.1 Business use only.
The Platform is intended solely for professional and business use. By registering a Company Account, the User represents and warrants that:
(a) it is acting on behalf of a business, institution or other legal entity and not as a consumer; and
(b) the individual accepting these Terms has full legal capacity and authority to bind that entity.

3.2 Registration and Company Account.
To use the Platform, a legal entity must create an organisational account on the Platform (a “Company Account”). The individual who initiates registration of the Company Account (the “Account Owner”) represents and warrants that they are duly authorised to (i) create the Company Account on behalf of the legal entity, and (ii) accept these Terms in its name.

During registration, the Account Owner must provide complete, current and accurate information about the entity and, where applicable, about themselves. The User must promptly update the Company Account information if it changes.

3.3 Account and credential security.
The User is responsible for maintaining the confidentiality and security of all login credentials associated with its Company Account, including those of its Team Members. The User must ensure that:
(a) login credentials are not shared between individuals; and
(b) any suspected or actual unauthorised access to the Company Account or any Team Member profile is reported to Evercity without undue delay.

The User is liable for all activities carried out on the Platform under its Company Account, including any actions of its Team Members, whether or not such activities were authorised by the User internally. Evercity is not responsible for any internal approval, HR or authorisation processes of the User.

3.4 Company Accounts and Team Members.
Under each Company Account, the User may invite its employees, contractors or other authorised representatives to create individual user profiles on the Platform (“Team Members”). The Account Owner (and any other administrator designated within the Platform) is responsible for:
(a) ensuring that only duly authorised Team Members are granted access to the Company Account;
(b) assigning appropriate roles and permissions to Team Members; and
(c) promptly revoking access for any Team Member who is no longer authorised to act on behalf of the User (for example, due to role change or termination of employment or engagement).

Managing Team Members, their roles and permissions within the Company Account is the sole internal responsibility of the User. Evercity does not monitor or verify the User’s internal employment, contractor or authorisation status and will rely on the User’s configuration of its Company Account. All actions taken on the Platform by any Team Member under the Company Account will be deemed actions of the User, and the User remains fully responsible for such actions vis-à-vis Evercity and other Users.

3.5 Refusal and suspension.
Evercity may, in its reasonable discretion, refuse registration, suspend or terminate a Company Account, or limit access to the Platform, particularly where:
(a) information provided during registration or use of the Platform is incomplete, inaccurate or misleading;  
(b) there are concerns regarding compliance with applicable sanctions, anti-money laundering (AML) or counter-terrorist financing (CTF) rules; or
(c) there is a breach or suspected breach of these Terms or applicable law.

4. Description of the Platform and Services

4.1 SaaS-based platform.
Evercity operates a software-as-a-service Platform designed to streamline climate finance by enabling Project Users, Service Providers and Investors to collaborate across three main stages:
(1) Structuring

• Guided project onboarding and funding-type recommendation;
• Auto-generation of core documentation (e.g., Project Idea Notes, Project Design documents, frameworks);
• Matching with Service Providers and financiers based on region, sector and standards;
• All steps may be recorded transparently using distributed ledger technology (DLT) for auditability and regulatory readiness.

(2) Issuance

• Digital structuring and/or issuance support for Climate Assets (e.g., carbon forwards, green bonds, etc.);
• Native integration with Hedera Guardian and other infrastructure for tokenization, smart contracts and claims management, where applicable;
• Support for creation of traceable, programmable claims and/or tokens representing Climate Assets, subject to applicable law and standards.

(3) Monitoring & Reporting

• Integration with MRV tools, IoT data feeds and other data sources (where available);
• Automated ESG/SDG impact dashboards and reporting views for Users;
• Immutable recording of selected data and claims to reduce greenwashing risk and support reporting to investors, DFIs and regulators.

4.2 Nature of the Platform.
The Platform is an infrastructure. Evercity:
(a) does not provide regulated investment, legal, tax or financial advice;
(b) does not guarantee that any project, Transaction or Climate Asset will be successful, financeable, liquid, recognised by any registry or regulator, or free from defects; and
(c) does not act as an underwriter, broker, dealer, custodian, trustee, or fiduciary for Users unless explicitly agreed in writing.

4.3 Service modifications.
Evercity may improve, update or modify the Platform from time to time, including by adding or removing features. Evercity will use commercially reasonable efforts to notify Users of material changes that significantly impact usage.

5. Roles and Responsibilities of Users

5.1 Project Users.
Project Users are responsible for:
(a) the development, structure, eligibility and integrity of their projects;
(b) ensuring that project documentation and data uploaded to the Platform are accurate, complete and compliant with applicable laws, methodologies and standards;
(c) obtaining all necessary rights, licences, consents and approvals required to pursue financing or issue Climate Assets; and
(d) fulfilling any obligations under Transactions they enter into with Investors or other Users.

5.2 Service Providers.
Service Providers are responsible for:
(a) the quality and outcomes of their professional services;
(b) holding and maintaining any licences, registrations or qualifications required by applicable law or professional standards;
(c) ensuring that performance of their services complies with all applicable regulation, methodologies and contractual obligations; and
(d) any advice or recommendations they provide to Project Users, Investors or third parties.

5.3 Investors.
Investors are solely responsible for:
(a) conducting their own due diligence on projects, Service Providers, Climate Assets and counterparties;
(b) assessing risks, returns, compliance, suitability and any regulatory considerations; and
(c) making and executing their own investment and purchasing decisions.

Evercity does not endorse, recommend or approve any particular User, project, Climate Asset or Transaction.

6. User Content and Responsibility

6.1 Ownership of User Content.
As between Evercity and the User, the User retains all rights in its User Content.

6.2 Licence to Evercity.

The User grants Evercity a non-exclusive, worldwide, royalty-free licence (with the right to sublicense to Evercity’s service providers) to host, use, reproduce, display, transmit and otherwise process User Content solely for the purposes of:
(a) operating, maintaining and providing the Platform;
(b) improving and developing the Platform and related services; and
(c) generating aggregated, anonymised or de-identified data for analytical, benchmarking and reporting purposes, provided such data cannot reasonably be linked back to the User.

6.3 Responsibility for User Content.
Each User is solely responsible for:
(a) the accuracy, completeness, quality, legality and reliability of its User Content; and
(b) obtaining and maintaining all rights, permissions and consents necessary to upload and use User Content on the Platform and to share such User Content with other Users, where applicable.

6.4 No verification by Evercity.
Evercity does not independently verify or validate User Content and does not make any representation or warranty regarding its accuracy, completeness, timeliness, fitness for a particular purpose or compliance with any methodology, standard or regulation. Any reliance by Investors or other Users on User Content is at their sole risk.

6.5 No liability for User Content.
To the maximum extent permitted by law, Evercity shall have no liability arising out of or in connection with:
(a) any errors, omissions or inaccuracies in User Content;
(b) any decisions or actions taken by Investors or other Users based on User Content; or
(c) any disputes between Users relating to User Content.

6.6 Content removal.
Evercity may, but is not obliged to, remove or restrict access to any User Content that:
(a) appears to be inaccurate, unlawful, misleading or offensive;
(b) is alleged to infringe third-party rights; or
(c) may create legal or regulatory risk for Evercity.

Evercity will act reasonably and, where appropriate, inform the User of the reasons for such action.

6.7 User indemnity for User Content.
Each User shall indemnify and hold harmless Evercity from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:
(a) User Content; or
(b) the User’s failure to obtain any necessary rights, licences or consents relating to User Content.

7. Evercity’s Role; No Advice; No Responsibility for Transactions

7.1 Not a party to Transactions.
Except where explicitly agreed otherwise in writing, Evercity is not a party to any Transaction between Users. Users enter into Transactions directly with one another and are solely responsible for their performance.

7.2 No investment, legal or tax advice.
Information made available on or through the Platform (including User Content, templates, analytical outputs and dashboards) is provided for general informational and operational purposes only and does not constitute:
(a) investment, legal, tax, accounting or other professional advice;
(b) an offer, invitation or recommendation to buy or sell any securities, Climate Assets or financial instruments; or
(c) a guarantee, endorsement or recommendation of any project, User, Climate Asset or Transaction.

Users should seek independent professional advice before entering into any Transaction.

7.3 No guarantee of outcomes.
Evercity does not guarantee:
(a) that any project will attract financing or be eligible for issuance of Climate Assets;
(b) that any Transaction will close or remain in force;
(c) that any Climate Asset will be recognised or accepted by any registry, standard-setter, regulator or market participant; or
(d) any specific performance, impact or financial outcome.

8. Non-Circumvention and Success Fee Acknowledgement

8.1 Evercity Clients and Evercity Network.
For the purposes of this Clause 8:

• “Evercity Clients” means Project Users and Service Providers with whom Evercity has a separate written agreement that may include success-based remuneration for financing or service mandates.
• “Evercity Network” means investors, buyers, off-takers and other partners introduced to Evercity Clients through the Platform, Evercity-organised events or direct introductions by Evercity.

8.2 Originated Transactions.
A Transaction is deemed “Originated through Evercity” if:
(a) initial contact between an Investor (or its affiliate) and an Evercity Client was made through the Platform or via an introduction by Evercity or the Evercity Network; or
(b) the Investor becomes aware of an Evercity Client or its project, mandate or service offering primarily through information, materials or introductions provided via the Platform or Evercity Network,
and such contact leads, directly or indirectly, to any Transaction relating to: (i) the provision of any form of financing; (ii) the purchase, sale, off-take or other transfer of Climate Assets; and/or (iii) the engagement of a Service Provider for advisory, MRV, verification, development or other professional services.

8.3 Non-circumvention.
The Investor agrees that it shall not, and shall ensure that its affiliates shall not, knowingly circumvent, bypass or attempt to circumvent Evercity’s role in relation to any Originated Transaction, including by:
(a) entering into or closing an Originated Transaction with an Evercity Client without informing Evercity where Evercity has facilitated the introduction or initial engagement; or
(b) encouraging or requesting an Evercity Client not to declare Evercity’s involvement or not to honour any success-based remuneration agreed with Evercity.

8.4 Success fee acknowledgement.
The Investor acknowledges that:
(a) Evercity may have success-based remuneration arrangements in place with one or more Evercity Clients in relation to Originated Transactions; and
(b) Evercity has a legitimate commercial interest in ensuring that such success-based remuneration is duly paid.

8.5 Investor obligations.
In connection with any Originated Transaction, the Investor shall:
(a) promptly notify Evercity in writing when it enters into, or reasonably expects to enter into, a term sheet, letter of intent, mandate, purchase agreement or similar arrangement with an Evercity Client;
(b) not take any action intended to deprive Evercity of success-based remuneration that would otherwise be payable to Evercity by an Evercity Client; and
(c) at Evercity’s reasonable request, enter into a separate success fee letter or acknowledgement with Evercity where this is reasonably necessary to reflect the commercial terms agreed among Evercity, the Evercity Client and the Investor.

8.6 Remedies.
If an Investor intentionally breaches this Clause 8 and closes an Originated Transaction in circumvention of Evercity’s role, Evercity shall be entitled, without prejudice to any other rights or remedies available under applicable law, to claim from the Investor compensation for damages suffered by Evercity as a result of such circumvention, which may include an amount equivalent to the success-based remuneration that Evercity would reasonably have been entitled to receive in connection with such Originated Transaction under its agreement with the relevant Evercity Client.

9. Fees and Payment

9.1 General.
Evercity may charge:
(a) annual or periodic subscription fees for access to certain Platform features;
(b) onboarding or implementation fees;
(c) success-based fees linked to financing, Climate Asset Transactions or service mandates; and/or
(d) other charges as agreed in a Client Agreement or as published in applicable fee schedules.

9.2 Separate fee arrangements.
Specific fees and payment terms are set out either in:
(a) a Client Agreement between Evercity and an Evercity Client; and/or
(b) a fee schedule or other commercial agreement expressly referenced in writing.

9.3 Taxes.
All fees are exclusive of value-added tax (VAT) and similar taxes, unless expressly stated otherwise. Users are responsible for all applicable taxes arising from their use of the Platform and from Transactions, except taxes imposed on Evercity’s net income.

10. Acceptable Use

10.1 Prohibited activities.
Users must not, and must not permit any third party to:
(a) use the Platform for any unlawful, fraudulent or abusive purpose;
(b) upload or transmit any content that is illegal, defamatory, discriminatory, obscene, infringing, or otherwise objectionable;
(c) interfere with or disrupt the integrity or performance of the Platform or its underlying infrastructure;
(d) introduce malware, viruses, or other harmful code;
(e) attempt to circumvent security or access control mechanisms;
(f) reverse engineer, decompile, disassemble or attempt to derive the source code of the Platform, except where permitted by mandatory law;
(g) use automated means (such as bots, crawlers, scrapers) to access the Platform, except with Evercity’s prior written consent;
(h) use the Platform to build a competing product or service.

10.2 Enforcement.
Evercity may, acting reasonably, suspend or limit access to the Platform, or remove User Content, where it believes that a User has breached this Clause 10 or otherwise threatens the security, integrity or lawful operation of the Platform.

11. Third-Party Services and Integrations

11.1 Third-party tools.
The Platform may integrate with or rely on third-party services, including MRV tools, IoT providers, DLT networks (such as Hedera Guardian), cloud infrastructure and other software components (“Third-Party Services”).

11.2 Responsibility for Third-Party Services.
Evercity does not control Third-Party Services and is not responsible for their availability, performance, security or legal compliance. Users are responsible for complying with any third-party terms and conditions applicable to such services.

11.3 Data exchange.
Any exchange of data between the Platform and Third-Party Services is solely between the User and the relevant third party. Evercity is not liable for losses arising from reliance on data transmitted to or from Third-Party Services.

12. Intellectual Property

12.1 Evercity IP.
Evercity and its licensors retain all rights, title and interest in and to the Platform, including software, databases, visual interfaces, trademarks, logos, documentation and all other intellectual property.

12.2 Limited licence to Users.
Subject to these Terms and any Client Agreement, Evercity grants the User a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for its internal business purposes.

12.3 Restrictions.
No rights are granted to Users other than those expressly set out in these Terms or a Client Agreement. Users must not remove or alter any proprietary notices on or within the Platform.

13. Confidentiality

13.1 Confidential Information.
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Recipient”) in connection with the Platform or these Terms that is marked as confidential or that a reasonable person would understand to be confidential, including technical, commercial, financial and business information.

13.2 Obligations.
The Recipient shall:
(a) use Confidential Information solely for the purpose of using or providing the Platform under these Terms;
(b) not disclose Confidential Information to any third party, except to its employees, advisors and contractors who need to know it and are bound by confidentiality obligations at least as protective as those in these Terms; and
(c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information (and in any event not less than a reasonable degree of care).

13.3 Exclusions.
Confidential Information does not include information that:
(a) is or becomes publicly available without breach of these Terms;
(b) was lawfully known to the Recipient before disclosure;
(c) is received from a third party without restriction and without breach of any duty; or
(d) is independently developed by the Recipient without reference to the Confidential Information.

13.4 Compelled disclosure.
The Recipient may disclose Confidential Information to the extent required by law, regulation or court order, provided it (where legally permitted) gives the Disclosing Party prompt notice and cooperates with any reasonable efforts to limit or challenge the disclosure.

14. Data Protection and Privacy

14.1 Privacy Policy.
Evercity processes personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR). Details are set out in Evercity’s Privacy Policy, as updated from time to time and made available on the Platform.

14.2 Controller–controller or controller–processor roles.
The specific data protection roles of Evercity and Users (for example, controller vs. processor) may vary depending on the configuration and services used and may be further defined in a separate data processing addendum where required by law.

15. Availability and Maintenance

15.1 Availability.
Evercity will use commercially reasonable efforts to make the Platform available on a 24/7 basis, subject to:
(a) planned maintenance; and
(b) unplanned outages caused by circumstances beyond Evercity’s reasonable control (such as force majeure, third-party failures, denial-of-service attacks, or failures in external networks).

15.2 Maintenance windows.
Evercity may perform routine maintenance or updates and will, where reasonably practicable, schedule such activities to minimise disruption and notify Users in advance of material downtime.

16. Warranties Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN A CLIENT AGREEMENT, THE PLATFORM AND ALL INFORMATION, CONTENT AND SERVICES PROVIDED BY EVERCITY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR RELIABILITY.
EVERCITY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF MALICIOUS CODE, OR THAT ANY DEFECTS WILL BE CORRECTED.

17. Limitation of Liability

17.1 Exclusion of certain damages.
To the maximum extent permitted by law, neither Evercity nor the User shall be liable to the other for:
(a) loss of profits, revenue, goodwill or business opportunities;
(b) loss of or damage to data;
(c) indirect, incidental, special, consequential or punitive damages,
even if advised of the possibility of such damages and whether arising in contract, tort (including negligence) or otherwise.

17.2 Cap on liability.
Subject to Clause 17.3, Evercity’s aggregate liability arising out of or in connection with these Terms and the use of the Platform, whether in contract, tort (including negligence) or otherwise, shall be limited to the total amount of fees (excluding taxes) paid by the relevant User to Evercity under the applicable Client Agreement (if any) in the twelve (12) months preceding the event giving rise to the claim. If no fees have been paid, Evercity’s liability shall be limited to EUR 1,000.

17.3 Exceptions.
Nothing in these Terms excludes or limits either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be excluded or limited under applicable law.

18. Indemnification

18.1 User indemnity.
Each User shall indemnify, defend and hold harmless Evercity, its affiliates and their officers, directors, employees and agents from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:
(a) the User’s breach of these Terms or applicable law;
(b) User Content; or
(c) any Transaction between the User and another User, except to the extent caused by Evercity’s gross negligence or wilful misconduct.

19. Term, Suspension and Termination

19.1 Term.
These Terms apply from the date you first accept them or first access the Platform (whichever occurs earlier) and continue until terminated in accordance with this Clause 19.

19.2 Termination by User.
You may terminate these Terms at any time by closing your Account and ceasing all use of the Platform, subject to any surviving obligations under a Client Agreement.

19.3 Termination or suspension by Evercity.
Evercity may suspend or terminate your Account or access to the Platform, in whole or in part, immediately on notice if:
(a) you materially breach these Terms and fail to remedy the breach (if capable of remedy) within a reasonable period after notice;
(b) Evercity reasonably believes that your continued use of the Platform creates legal, regulatory, security or reputational risk;
(c) required by law, regulation or a competent authority; or
(d) you become insolvent or are subject to equivalent proceedings.

19.4 Effect of termination.
Upon termination of these Terms:
(a) your right to access and use the Platform will cease;
(b) Evercity may delete or anonymise User Content after a reasonable retention period, subject to applicable law; and
(c) Clauses that by their nature should survive (including but not limited to Clauses 6, 7, 8, 12, 13, 14, 16, 17, 18, 19.4, 20 and 21) shall continue in full force and effect.

Termination does not affect any ongoing Transactions between Users, which remain governed by the relevant agreements between those Users.

20. Governing Law and Jurisdiction

20.1 Governing law.
These Terms, their subject matter and formation (and any non-contractual obligations arising out of or in connection with them) shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

20.2 Jurisdiction.
The courts of Berlin, Germany, shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms. This does not limit Evercity’s right to seek injunctive or equitable relief in any jurisdiction.

21. Changes to these Terms

21.1 Right to update.
Evercity may update these Terms from time to time to reflect changes in law, regulation, Platform functionality or business needs.

21.2 Notification.
Evercity will notify Users of material changes to these Terms by posting an updated version on the Platform and/or by email or in-app notice, indicating the effective date.

21.3 Acceptance of changes.
If you continue to use the Platform after the effective date of updated Terms, you will be deemed to have accepted them. If you do not agree to the updated Terms, you must cease using the Platform and may close your Account.

22. Miscellaneous

22.1 Entire agreement.
These Terms, together with any applicable Client Agreement and the Privacy Policy, constitute the entire agreement between you and Evercity regarding your use of the Platform and supersede all prior or contemporaneous understandings relating to the same subject matter.

22.2 Assignment.
You may not assign or transfer any of your rights or obligations under these Terms without Evercity’s prior written consent. Evercity may assign or transfer its rights and obligations under these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition or sale of its business.

22.3 Severability.
If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the original intent.

22.4 No waiver.
Failure or delay by either party to exercise any right or remedy under these Terms shall not constitute a waiver of that or any other right or remedy.

22.5 Language.
These Terms may be made available in multiple languages. In case of any inconsistency or dispute regarding interpretation, the English version shall prevail.