If you access or use our services on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree to these Terms, do not use the website or our services.
1. Agreement to Terms
These Terms of Service, together with any applicable proposal, order form, statement of work (SOW), subcontract, master services agreement, non-disclosure agreement, data protection agreement, or other written agreement signed by EverRise Performance LLC ("EverRise," "we," "us") and the customer ("Customer," "you"), govern access to and use of our website and services.
If a signed agreement conflicts with these Terms, the signed agreement controls to the extent of the conflict. Our Privacy Notice explains how we handle personal information and is incorporated by reference.
2. Website and Services
EverRise provides systems architecture and technical advisory, custom enterprise engineering, and enterprise systems integration services. The website is provided for informational purposes and to let you request a capability briefing. Submitting an inquiry does not create a client relationship, a contract, or an obligation to provide services.
Engagement scope, timelines, deliverables, and acceptance criteria are defined per engagement in a signed SOW. Descriptions on the website are general and are not a commitment to deliver any specific outcome.
3. Commercial Terms
- Firm-fixed-price milestones. Unless a signed SOW states otherwise, work is priced as firm-fixed-price milestones tied to documented deliverables.
- Invoicing and payment. Milestone invoices are payable within the period stated in the SOW or, if none is stated, within thirty (30) days of receipt. Late amounts may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law, except where prohibited for government customers.
- Acceptance. Deliverables are deemed accepted if the Customer does not provide written, specific notice of material nonconformity with the SOW within ten (10) business days of delivery, unless the SOW provides otherwise.
- Change orders. Changes to scope, schedule, or price require a written change order signed by both parties.
- Taxes. Fees exclude applicable taxes, which are the Customer's responsibility, other than taxes on EverRise's net income.
- Expenses. Pre-approved, reasonable out-of-pocket expenses are reimbursable if the SOW so provides.
4. Subcontracting
When EverRise acts as a subcontractor to a prime contractor, the subcontract, including any required flow-down clauses, governs. EverRise is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. References to named prime contractors on our website describe the market we serve and do not imply endorsement, affiliation, or an existing relationship.
5. Customer Responsibilities
The Customer will provide timely access to systems, environments, personnel, documentation, and decisions reasonably required for the work. The Customer is responsible for the accuracy and legality of the information and materials it provides, for obtaining the licenses, consents, and authorizations needed for EverRise to use them, and for the security of its own accounts and credentials. Delays caused by the Customer may extend schedules and may require a change order.
6. Customer Data
As between the parties, the Customer retains all rights in its data and materials. The Customer grants EverRise a limited, non-exclusive license to use them solely to perform the services.
Do not submit sensitive information through the website. The contact form must not be used to send classified information, controlled unclassified information (CUI), export-controlled technical data, protected health information, payment card data, credentials, secrets, or confidential third-party information. Any such data will be shared only after appropriate written agreements and secure channels are established.
7. Intellectual Property
- Deliverables. Upon full payment of the applicable milestone, EverRise assigns to the Customer all right, title, and interest in the custom deliverables created specifically for the Customer under the SOW, as described in the SOW, including source code and documentation, consistent with our complete intellectual property transfer model.
- Pre-existing and background materials. EverRise retains ownership of its pre-existing tools, libraries, frameworks, methods, know-how, and general skills ("Background IP"). To the extent Background IP is incorporated into a deliverable, EverRise grants the Customer a perpetual, worldwide, non-exclusive, royalty-free license to use it as part of that deliverable.
- Third-party and open-source components. These remain subject to their own licenses, which will be identified in the documentation.
- Website. The website, its design, text, graphics, and marks are owned by EverRise or its licensors and may not be copied or reused without permission, except as allowed by law.
- Feedback. We may use feedback or suggestions you provide without restriction or obligation.
8. Confidentiality
Each party will protect the other's non-public information that is marked confidential or reasonably understood to be confidential, use it only to perform or receive the services, and disclose it only to personnel and advisers with a need to know who are bound by similar obligations. These obligations do not apply to information that is public through no fault of the recipient, already known or independently developed by the recipient, or lawfully received from a third party. Disclosure required by law is permitted after reasonable notice, where legally allowed. These obligations survive for three (3) years after termination, and for trade secrets for as long as they remain trade secrets, unless a signed agreement provides otherwise.
9. Security and Compliance
EverRise uses commercially reasonable administrative, technical, and organizational safeguards appropriate to the services. Where a Customer requires a specific framework or control set (for example NIST SP 800-171, NIST SP 800-53, FedRAMP, HIPAA, SOC 2, or similar), those requirements must be identified in the SOW and will be addressed through the assessment phase. EverRise does not represent that it holds any certification or authorization unless stated in a signed document. The Customer is responsible for determining the legal and regulatory requirements applicable to its own systems and data.
10. Acceptable Use
You will not: (a) use the website unlawfully or to infringe the rights of others; (b) attempt to gain unauthorized access to the website, its hosting, or other users' data; (c) probe, scan, or test the vulnerability of the website without written permission; (d) introduce malware or interfere with the operation of the website; (e) use automated means to scrape the website or submit the contact form in a way that burdens it; or (f) submit false, misleading, or prohibited information.
11. Warranties and Disclaimers
EverRise warrants that it will perform services in a professional and workmanlike manner and that deliverables will materially conform to the SOW's acceptance criteria for thirty (30) days after acceptance, unless the SOW states otherwise. EverRise's sole obligation and the Customer's exclusive remedy for breach of this warranty is to re-perform or correct the nonconforming deliverable or, if that is not commercially practicable, to refund fees paid for it.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION OR A SIGNED AGREEMENT, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND EVERRISE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVERRISE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY. EVERRISE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE TO EVERRISE UNDER THE APPLICABLE SOW FOR THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. For use of the website only, liability is limited to one hundred U.S. dollars ($100).
These limits do not apply to liability that cannot be limited by law, including fraud, willful misconduct, or gross negligence.
13. Indemnification
The Customer will defend and indemnify EverRise against third-party claims arising from (a) the Customer's data or materials, or their use as permitted by these Terms, infringing or violating third-party rights or law, or (b) the Customer's breach of Section 6 or Section 10. EverRise will defend and indemnify the Customer against third-party claims alleging that a deliverable, as delivered by EverRise and used as permitted, infringes a United States patent, copyright, or trade secret, excluding claims caused by Customer materials, modifications, or combinations. The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and reasonably cooperate. This section does not apply to government customers where prohibited by law.
14. Term and Termination
An engagement begins on the effective date of the SOW and continues until completion unless terminated earlier. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. The Customer may terminate for convenience on thirty (30) days' written notice and will pay for work performed and accepted milestones through the termination date, plus non-cancellable commitments. We may suspend or restrict website access at any time for misuse or security reasons. Sections that by their nature should survive termination, including payment, intellectual property, confidentiality, warranties, liability, indemnification, and governing law, will survive.
15. Government Customers
If the Customer is a government entity or is acting under a government prime contract or subcontract, applicable federal, state, or local acquisition regulations (for example the FAR and DFARS) apply only as incorporated in the signed contract or required by law. EverRise's work is intended for unclassified environments. EverRise does not accept classified work or the handling of CUI unless and until the parties have agreed in writing and the necessary requirements are satisfied. The Customer will not direct EverRise to perform work in violation of export control or sanctions laws.
16. Governing Law and Disputes
These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles, and, where applicable, by United States federal law. For government customers, applicable federal law governs to the extent required.
The parties will first try to resolve any dispute through good-faith discussion between senior representatives for thirty (30) days after written notice. Unresolved disputes will be brought exclusively in the state or federal courts located in Wyoming, and each party consents to their jurisdiction and venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. This section does not limit rights that government customers have by law.
17. Changes to Terms
We may update these Terms from time to time. The "Last Updated" date above shows the current version. Changes apply to the website from the date posted. Changes to an engagement under a signed agreement require a written amendment.
18. General
These Terms and any signed agreement are the entire agreement on their subject matter. If a provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver. Neither party may assign its rights without the other's written consent, except to a successor in a merger or sale of substantially all of its assets. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations. Notices must be in writing and sent to the addresses in the signed agreement or, for website matters, as provided below. EverRise may identify the Customer as a client only with the Customer's consent.
19. Contact
EverRise Performance LLC
Attn: Adrian Kaspar, Founder & Principal Engineer
30 N Gould St
Sheridan, Wyoming 82801, United States
Email: [email protected]