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Last updated 2/21/2025
Welcome. We are Evergrow Inc., a Delaware corporation headquartered in San Francisco, California (“Evergrow,” “we,” or “us”). We provide a service (the “Service”) to facilitate, streamline, and enhance the delivery of certain processes, documents, and other items relating to the project financing of assets in the United States. We deliver the Service through our publicly facing website (www.evergrow.com) and related hosted applications, as well as through certain processes and other methods of delivery specified in one or more Service Agreements (as defined below). These Terms of Use (“Terms”) are a legally binding contract between you and us regarding your access and use of our Service. By using and accessing any part of our Service and/or entering into a Service Agreement referencing these Terms, you agree to be bound by these Terms.
Arbitration NOTICE. Unless otherwise specified in a different agreement between you and Evergrow, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, except for certain kinds of disputes described in Section 16, and BY ACCEPTING THESE TERMS, YOU AND EVERGROW ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Service Agreements. From time to time, you may enter into one or more service agreements (“Service Agreements”) with us. Each Service Agreement shall (among other things) specify the terms and conditions under which we shall provide certain services to you. In the event of a conflict between these Terms and a Service Agreement, the terms of the Service Agreement shall control solely with respect to the services described therein.
2. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration. To access some features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@evergrow.com.
4. General Payment Terms. If you enter into a Service Agreement, we may enable you to make certain payments that are due under the applicable Service Agreement using the Service. Evergrow may change or limit the payment methods available to you at any time or select the method by which a payment transaction may be made in its sole discretion. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless otherwise specifically provided in the applicable Service Agreement. If you are receiving payment(s) for a tax credit that Evergrow collects and processes on your behalf, you hereby appoint Evergrow as your agent for the limited purpose of collecting and processing payments on your behalf through a trust, escrow or for-the-benefit-of account at an insured depository institution. As your agent, once we receive payment from the buyer(s), then that payment is treated as received by you and the buyer’s payment obligation to you is extinguished. You agree not to hold the buyer(s) liable if Evergrow receives the payment from the buyer and fails to remit the payment to you. We will remit any payments we collect for you to you within three (3) business days of us receiving such a payment, unless we are yet to receive payment instructions from you, in which case we shall hold such funds until you provide us with payment instructions.
4.1. Authorization. To the extent that you use the Service to make payments, you authorize Evergrow to charge all sums for the payments you make, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Evergrow may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your payment.
4.2. Delinquent Accounts. Evergrow may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a fee is due, then Evergrow reserves the right to delete your account and any information or content associated with your account without any liability to you.
5. Licenses
5.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Evergrow grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
5.2. License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
5.3. Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Evergrow an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
6. Ownership; Proprietary Rights. The Service is owned and operated by Evergrow. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Evergrow (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Evergrow or its third-party licensors. Except as expressly authorized by Evergrow, you may not make use of the Materials. There are no implied licenses in these Terms and Evergrow reserves all rights to the Materials not granted expressly in these Terms.
7. User Content
7.1. User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit content to the Service, including messages, reviews, photos, images, documents, data, statements, reports, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you submit to the Service, subject to the licenses granted in these Term.
7.2 Limited License Grant to Evergrow. By submitting User Content to or via the Service, you grant Evergrow a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms, and distribute your User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. By providing User Content to Evergrow, you authorize Evergrow to share such User Content with other users of the Service and our third-party service providers.
7.3. You Must Have Rights to the User Content you Submit; User Content Representations and Warranties. You must not submit User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. Evergrow disclaims any and all liability in connection with your User Content. You are solely responsible for your User Content and the consequences of providing your User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that:
(a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Evergrow to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Evergrow, the Service, and these Terms;
(b) your User Content, and the submission or other use of your User Content as contemplated by these Terms, does not and will not: (1) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (2) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (3) cause Evergrow to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and
(c) any User Content that you upload to the Service is accurate, true, and complete in all material respects when provided. You agree to notify Evergrow immediately upon learning that any previously provided User Content is inaccurate or misleading and you agree to promptly provide Evergrow with any corrections or additional information necessary to make the User Content complete and accurate.
7.4. Monitoring User Content. Unless set forth in a Service Agreement, Evergrow does not control and does not have any obligation to verify any User Content and Evergrow assumes no responsibility or liability for content available on or through the Service or any loss or damage incurred as a result of the use of such User Content. User Content and other information submitted to the Service may be examined, recorded, copied, and used in accordance with our Privacy Policy (defined below). Evergrow may remove or reject any User Content uploaded to or transmitted through the Service without any liability to the user who submitted such User Content to the Service. You are solely responsible for assessing the risks involved and whether participation in any tax credit financing or purchase is appropriate for you. Unless set forth in a Service Agreement, Evergrow is under no obligation to verify the information contained in any User Content available on the Service and Evergrow is not liable for any errors, inaccuracies, or omissions contained in such User Content.
8. Communications
8.1. Phone Calls. You agree that Evergrow and those acting on our behalf may call you at the phone number you provide us. These calls may include operational calls about your use of the Service, as well as marketing calls. Calls may be made or sent using an automatic telephone dialing system. Standard data rates may apply whenever you send or receive such calls, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS OR ALL CALLS FROM EVERGROW, YOU CAN EMAIL SUPPORT@EVERGROW.COM. YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL CALLS MAY IMPACT YOUR USE OF THE SERVICES. You may continue to receive calls for a short period while we process your request. Your agreement to receive marketing calls is not a condition of any purchase on or use of the Service.
8.2. Email. We may send you emails concerning your use of the Service, our products and services, as the products and services of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
9. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
9.1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
9.2. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
9.3. access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Evergrow;
9.4. interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
9.5. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
9.6. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission;
9.7. sell or otherwise transfer the access granted under these Terms; or
9.8. attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
10. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
11. Confidentiality. To the extent that you have entered into a non-disclosure agreement with Evergrow or any Service Agreement or other agreement setting forth confidentiality obligations, the confidentiality terms of such non-disclosure agreement or Service Agreement will apply to your User Content, subject to the rights and licenses granted to Evergrow under these Terms.
12. Term, Termination, and Modification of the Service
12.1. Term. These Terms are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated as described in Section 13.2.
12.2. Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. Evergrow may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. Unless a Service Agreement specifies otherwise, if no Service Agreement between you and Evergrow are currently in effect, you may terminate your account and these Terms at any time by contacting customer service at support@evergrow.com.
12.3. Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Evergrow any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 7.2, 12.3, 13, 14, 15, 16, and 17 will survive. You are solely responsible for retaining copies of any User Content you submit to the Service upon termination of your account, as you may lose access rights to any User Content on the Service. In the event that your account is deleted for any reason, Evergrow may, but is not obligated to, delete any of the content or information that you submit to the Service, including your User Content. Evergrow shall not be responsible for the failure to delete or deletion of such information. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
12.4. Modification of the Service. Evergrow reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Evergrow will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you have submitted to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to such User Content.
13. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Evergrow, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Evergrow Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your failure to provide and maintain true, accurate, current and complete User Content; (d) your negligence or willful misconduct; (e) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (f) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
14. Disclaimers; No Warranties by Evergrow
14.1. THE SERVICE AND ALL INFORMATION AVAILABLE THROUGH THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EVERGROW DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL INFORMATION AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. EVERGROW DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR INFORMATION OFFERED THROUGH THE SERVICE, WILL BE ACCURATE, UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND EVERGROW DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
14.2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR EVERGROW ENTITIES, INCLUDING QUOTES, OR ANY INFORMATION AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE EVERGROW ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM: (a) THE SERVICE; (b) ANY ERRORS, INACCURACIES, OR OMISSIONS IN ANY USER CONTENT AVAILABLE ON THE SERVICE; OR (c) YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
14.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 15 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Evergrow does not disclaim any warranty or other right that Evergrow is prohibited from disclaiming under applicable law.
15. Limitation of Liability
15.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE EVERGROW ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EVERGROW ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
15.2. EXCEPT AS PROVIDED IN SECTIONS 17.5 AND 17.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE EVERGROW ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO EVERGROW FOR ACCESS TO AND USE OF THE SERVICE IN THE 6 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; AND (b) US$100.
15.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
16. Dispute Resolution and Arbitration
16.1. Generally. Unless you have entered into a separate agreement or Service Agreement with Evergrow that specifies otherwise, you and Evergrow agree that, except as described in Section 16.2 and 16.3, every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator..
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND EVERGROW ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
16.2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
16.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16 within 30 days after the date that you agree to these Terms by sending a letter to Evergrow, Inc., Attention: Legal Department – Arbitration Opt-Out, 2261 Market Street #4512, San Francisco, CA 94114-1612 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Evergrow receives your Opt-Out Notice, this Section 16 will be void and any action arising out of these Terms will be resolved as set forth in Section 16.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
16.4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Evergrow.
16.5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Evergrow’s address for notice is: Evergrow, Inc., 2261 Market Street #4512, San Francisco, CA 94114-1612. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Evergrow may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Evergrow will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Evergrow has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
16.6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Evergrow must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
16.7. Arbitration Relief. Except as provided in Section 16.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Evergrow before an arbitrator was selected, Evergrow will pay to you the higher of: (a) the amount awarded by the arbitrator; and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law; or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
16.8. No Class Actions. YOU AND EVERGROW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Evergrow agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
16.9. Modifications to this Arbitration Provision. If Evergrow makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Evergrow’s address for Notice of Arbitration, in which case your account with Evergrow will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
16.10. Enforceability. If Section 16.8 or the entirety of this Section 16 is found to be unenforceable, or if Evergrow receives an Opt-Out Notice from you, then the entirety of this Section 16 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 17.3 will govern any action arising out of or related to these Terms.
17. Miscellaneous
17.1. General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Evergrow regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
17.2. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Service, when and to the extent such failure or delay is caused by or results from any events beyond our control, including acts of God, flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.
17.3. Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Evergrow submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in San Francisco, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
17.4. Privacy Policy. Please read the Evergrow Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Evergrow Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
17.5. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
17.6. Client Advisors; No Broker-Dealer. You acknowledge that Evergrow is not an advisor to you as to legal, tax, accounting or regulatory matters in any jurisdiction. You have consulted with your own advisors concerning such matters and are responsible for making your own independent investigation and appraisal of any Service Agreement or agreement entered into pursuant to the terms hereof, and Evergrow has no responsibility or liability to you with respect to such matters. You acknowledge that Evergrow does not facilitate transactions in securities and is not registered as a broker-dealer with the Securities Exchange Commission or any state regulator.
17.7. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
17.8. Contact Information. You may contact us regarding the Service or these Terms at: 2261 Market Street #4512, San Francisco, CA 94114-1612, by phone at (951) 309-7463 or by e-mail at support@evergrow.com.
17.9. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
17.10. No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
17.11. International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.