Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website located at evergreen.io, including its homepage, its Contact page, its Private Client sign-in page, and any password-protected client area, portal, page, feature, or content made available through it (collectively, the "Site"). The Site is owned and operated by Evergreen Private Capital, together with its affiliates ("Evergreen," "we," "us," or "our").

By accessing, browsing, or using the Site, submitting information through the Contact page, or signing in with credentials issued to you, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Site.

If you access or use the Site on behalf of a family office, trust, foundation, corporation, partnership, fund, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity as well as to you individually.

These Terms are in addition to, and do not replace, any separate written agreement between you (or the entity you represent) and Evergreen, including any advisory agreement, brokerage agreement, subscription agreement, side letter, confidentiality or non-disclosure agreement, or client onboarding documentation (each, a "Client Agreement"). In the event of a conflict between these Terms and a Client Agreement with respect to the subject matter of that Client Agreement, the Client Agreement will control.

Evergreen Private Capital is a private-client and private-office financial firm serving families and institutions. The Site is a limited-purpose, invitation-based website. Its public pages provide general information about Evergreen and a means for prospective contacts to reach us. Its password-protected areas are reserved for authorized private clients and their designated representatives who have been issued credentials by an Evergreen Relationship Manager.

The Site does not contain a public product catalog, does not permit self-service account creation, and is not intended for use by the general public as a source of investment information or as a means of transacting in any security or financial product. Portions of the Site may be presented as forthcoming or "coming soon," and any part of the Site may be updated, restructured, or withdrawn at any time without notice.

Content on the Site is provided for general informational purposes only. Nothing on the Site constitutes, and nothing on the Site should be construed as, (a) an offer to sell or a solicitation of an offer to buy any security, fund interest, financial instrument, or other investment product or service; (b) a recommendation or endorsement of any investment, strategy, manager, or transaction; or (c) investment, legal, tax, accounting, or other professional advice.

No public offering. Any offering of interests in an investment vehicle sponsored, advised, or arranged by Evergreen or its affiliates will be made only to eligible investors, only in jurisdictions where such an offering is lawful, and only by means of confidential offering documents (such as a private placement memorandum, limited partnership agreement, subscription agreement, or similar governing documents) that describe the material terms and risks of the investment. Those documents, and not the Site, will govern any such investment. Any such interests generally will not be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or non-U.S. jurisdiction, and will be offered only in reliance on applicable exemptions from registration and only to persons who meet applicable eligibility standards (for example, "accredited investors" and "qualified purchasers" under U.S. law, or equivalent standards under the law of your jurisdiction).

You should not rely on the Site in making any investment decision. You are solely responsible for evaluating the merits and risks associated with any investment and should consult your own independent legal, tax, and financial advisers before acting on any information obtained from the Site.

Unless we have a separate written advisory, brokerage, or other Client Agreement with you, (a) Evergreen is not acting as your investment adviser, broker-dealer, fiduciary, or agent by virtue of your use of the Site; (b) no advisory, brokerage, or fiduciary relationship is created between you and Evergreen by your use of the Site; and (c) nothing on the Site constitutes a representation that Evergreen or any affiliate is registered as a broker-dealer or investment adviser in any jurisdiction. Any regulatory registrations, licenses, or exemptions held by Evergreen or its affiliates, and the scope of the services to which they apply, will be described in the applicable Client Agreement and in any regulatory disclosure documents delivered to you.

Past performance. Any performance information appearing on the Site, including within password-protected areas, is historical, is presented for informational purposes only, and is not indicative or a guarantee of future results. Investment returns and principal value will fluctuate, and an investment may be worth more or less than its original cost when realized. Investments in private markets in particular may be illiquid, speculative, subject to long holding periods, and involve a high degree of risk, including the possible loss of the entire amount invested.

Forward-looking statements. The Site may contain statements that are forward-looking in nature, including statements about market outlook, strategy, targets, projections, or expected returns. Such statements are based on current assumptions and expectations, involve known and unknown risks and uncertainties, and may prove to be materially inaccurate. Evergreen undertakes no obligation to update any forward-looking statement.

Third-party and market data. Information on the Site may be derived from sources believed to be reliable, but Evergreen does not guarantee the accuracy, completeness, or timeliness of any information, including any market data, index data, valuations, or third-party content, and accepts no responsibility for any errors or omissions in such information.

Jurisdictional restrictions. The Site is not directed at any person in any jurisdiction where the publication or availability of the Site or its content is prohibited, or where Evergreen would be required to register or obtain a license that it does not hold. Persons subject to such restrictions must not access the Site. You are responsible for compliance with the laws of your own jurisdiction.

The Site is intended for use by persons who are at least eighteen (18) years of age (or the age of legal majority in their jurisdiction, if higher) and who have the legal capacity to enter into binding contracts. By using the Site, you represent and warrant that you meet these requirements.

Access to password-protected areas of the Site is limited to the following persons (each, an "Authorized User"): (a) private clients of Evergreen who have been issued credentials by their Relationship Manager; (b) officers, trustees, employees, or professional advisers of a client who have been expressly designated by that client and approved by Evergreen; and (c) such other persons as Evergreen may authorize in writing. You may not access, or attempt to access, any password-protected area of the Site unless you are an Authorized User.

You may not use the Site if you are (a) a person or entity subject to sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty's Treasury of the United Kingdom, or any other applicable sanctions authority; (b) located or organized in a country or territory that is the subject of comprehensive sanctions; or (c) otherwise prohibited by applicable law from receiving the information or services made available through the Site.

Credentials to the Site's private client area (including a Client ID or registered email address, password, and any additional authentication factors, collectively "Credentials") are issued exclusively by Evergreen Relationship Managers following completion of Evergreen's client acceptance, identity verification, and onboarding procedures. The Site does not offer public registration. Account creation, credential recovery, and password resets are administered by your Relationship Manager rather than through self-service on the Site. If you have not received Credentials, or require a password reset, you must contact your Relationship Manager directly.

Evergreen may, in its sole discretion, decline to issue Credentials, limit the scope of any Credentials, require additional verification or authentication steps at any time, or revoke Credentials with or without notice. Evergreen has no obligation to make any particular content, document, report, or functionality available to any Authorized User.

Credentials are personal to the individual to whom they are issued. You may not share, transfer, assign, or permit any other person to use your Credentials, and you may not use Credentials issued to another person. Where an entity client designates multiple representatives, each representative must be issued individual Credentials.

You are responsible for maintaining the confidentiality and security of your Credentials and for all activity that occurs under them, whether or not authorized by you. You agree to:

• keep your Credentials confidential and store them securely, and not record them in any place accessible to others;
• use reasonable security measures on any device from which you access the Site, including current operating-system and browser updates and appropriate malware protection;
• sign out at the end of each session, particularly when using a shared or public device or network;
• notify your Relationship Manager immediately, and in any event within twenty-four (24) hours, if you become aware of any unauthorized use of your Credentials, any loss or theft of a device on which you have accessed the Site, or any other actual or suspected security breach; and
• cooperate with Evergreen in investigating any suspected unauthorized access.

Evergreen is entitled to treat any instruction, request, or communication received through the Site under your Credentials as having been made or authorized by you, and Evergreen shall have no liability for acting upon such instruction unless it has received prior written notice from you of the compromise of your Credentials and a reasonable opportunity to act upon that notice. Evergreen will never ask you to disclose your full password by email or telephone. If you receive a communication purporting to be from Evergreen that requests your Credentials, do not respond and contact your Relationship Manager.

The Contact page of the Site allows you to submit your full name, email address, telephone number, the name of your family office or institution (optional), and a message. By submitting the Contact form, you (a) represent that the information you provide is accurate and that you are authorized to provide it; (b) consent to Evergreen contacting you by email or telephone at the details provided in order to respond to your inquiry; and (c) acknowledge that submission of the Contact form does not make you a client of Evergreen, does not create any advisory, fiduciary, or other relationship, and does not obligate Evergreen to respond or to accept you as a client.

Please do not submit through the Contact form any information that is confidential, privileged, or sensitive, including account numbers, government identification numbers, passwords, or detailed financial information. Although the Site uses industry-standard transport encryption, the Contact form is not a secure channel for confidential account information and must not be used to transmit time-sensitive instructions, including trade, transfer, subscription, or redemption instructions. Any such instructions must be given in accordance with the procedures set out in your Client Agreement.

Any ideas, suggestions, or feedback you provide to Evergreen through the Site are provided voluntarily, and Evergreen may use them without restriction or obligation to you.

You agree that you will not, and will not permit or assist any third party to:

• access or attempt to access any password-protected area of the Site without valid Credentials issued to you, or circumvent or attempt to circumvent any authentication, access-control, or security measure of the Site;
• use the Site for any purpose that is unlawful, fraudulent, or in violation of these Terms, or in a manner that infringes the rights of any person;
• copy, reproduce, download, republish, distribute, transmit, display, sell, license, or otherwise exploit any content from the Site except as expressly permitted by these Terms or by Evergreen in writing;
• use any robot, spider, scraper, crawler, data-mining tool, or other automated means to access, monitor, or copy the Site or its content, or to harvest email addresses or other information;
• probe, scan, or test the vulnerability of the Site or any network connected to it, or breach or attempt to breach any security or authentication measures;
• introduce or transmit any virus, worm, trojan horse, ransomware, spyware, or other malicious or technologically harmful code or material;
• interfere with or disrupt the integrity or performance of the Site, its servers, or the networks connected to it, including by imposing an unreasonable or disproportionately large load on our infrastructure;
• impersonate Evergreen, any Relationship Manager, any other Authorized User, or any other person or entity, or misrepresent your affiliation with any person or entity;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of any part of the Site, except to the extent that applicable law expressly prohibits such a restriction;
• frame, mirror, or deep-link to any part of the Site, or use any Evergreen trademark as a metatag or hidden text, without our prior written consent;
• use the Site to send unsolicited communications, or to submit false, misleading, defamatory, obscene, or harassing content through the Contact form;
• use any information obtained from the Site, including any information that may constitute material non-public information, in violation of applicable securities laws, including insider trading and market abuse laws; or
• use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use of the Site.

Evergreen reserves the right to investigate suspected violations of this Section, to suspend or terminate access as described in these Terms, and to cooperate with law enforcement and regulatory authorities in the prosecution of any person who engages in prohibited conduct.

The Site and all of its content, including text, graphics, logos, icons, images, photographs, illustrations, typography, audio and video material, data compilations, software, page layouts, design, "look and feel," and the selection, arrangement, and compilation of all of the foregoing (collectively, "Content"), are owned by Evergreen or its licensors and are protected by United States and international copyright, trademark, trade dress, trade secret, and other intellectual property laws. All rights not expressly granted in these Terms are reserved.

"Evergreen," "Evergreen Private Capital," the Evergreen logos and brand marks, and all related names, product and service names, designs, and slogans appearing on the Site are trademarks, service marks, or trade dress of Evergreen or its affiliates (the "Marks"). You may not use any Mark without the prior written permission of Evergreen. All other names, logos, and marks appearing on the Site are the property of their respective owners and are used for identification purposes only; their appearance does not imply any affiliation with or endorsement by their owners.

Nothing in these Terms transfers to you any ownership interest in the Site or the Content. Any unauthorized use of the Content or the Marks may violate copyright, trademark, and other laws and may result in the termination of your access and civil or criminal liability.

Subject to your compliance with these Terms, Evergreen grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the public pages of the Site for your personal, non-commercial, informational use and, if you are an Authorized User, to access and view the password-protected Content made available to you solely for the purpose of monitoring and managing your (or your principal's) relationship with Evergreen.

You may print or download a reasonable number of copies of Content made available to you within the private client area solely for the internal record-keeping purposes of the client on whose behalf you are authorized, provided that you retain all copyright, confidentiality, and other proprietary notices contained in such Content. Any other reproduction, modification, distribution, public display, public performance, or creation of derivative works is prohibited without Evergreen's prior written consent. This license terminates automatically upon any breach of these Terms or upon revocation of your Credentials.

All Content made available in password-protected areas of the Site, including account statements, capital account information, performance reports, portfolio holdings, valuations, capital call and distribution notices, fund documents, investment memoranda, market commentary, and any other non-public information concerning Evergreen, its affiliates, its investment vehicles, its portfolio investments, or its other clients (collectively, "Confidential Information"), is confidential and proprietary to Evergreen and its affiliates or is otherwise subject to confidentiality obligations owed to third parties.

As a condition of access, you agree to (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the purpose of monitoring and managing your (or your principal's) relationship and investments with Evergreen; (c) not disclose Confidential Information to any person other than your own officers, trustees, employees, and professional advisers who have a need to know such information for the foregoing purpose and who are bound by duties of confidentiality at least as protective as those set out in these Terms; and (d) be responsible for any breach of these confidentiality obligations by any person to whom you disclose Confidential Information.

The foregoing obligations do not apply to information that (i) is or becomes generally available to the public other than as a result of a disclosure by you or your representatives in breach of these Terms; (ii) was lawfully in your possession on a non-confidential basis prior to its disclosure through the Site; or (iii) is required to be disclosed by law, regulation, court order, or the rules of a regulatory or self-regulatory authority, provided that, to the extent legally permitted, you give Evergreen prompt notice of such requirement and cooperate with Evergreen's reasonable efforts to obtain confidential treatment of the information disclosed. Confidentiality obligations in any Client Agreement continue to apply and, where more protective, will control.

You acknowledge that Confidential Information may include material non-public information concerning public companies or securities, and you agree to comply with all applicable securities laws, including those prohibiting trading on the basis of, or tipping, material non-public information. The obligations in this Section survive the termination of your access to the Site and the termination of your relationship with Evergreen.

By providing your contact details through the Site or to your Relationship Manager, you consent to receive communications from Evergreen electronically, including by email, through the private client area of the Site, or by telephone at the number you have provided, for purposes of responding to your inquiries, servicing your relationship, providing notices required by law or by these Terms, and communicating about matters relevant to your relationship with Evergreen. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

Where an Authorized User elects, or a Client Agreement provides, for the electronic delivery of account statements, reports, tax documents, or regulatory notices through the private client area, you agree that posting such documents to the private client area, with or without an accompanying email notification, constitutes delivery. You are responsible for maintaining a current email address with your Relationship Manager and for accessing the private client area regularly. You may request paper copies of documents, or withdraw your consent to electronic delivery, by contacting your Relationship Manager, subject to the terms of your Client Agreement and any applicable fees.

Electronic communications are not guaranteed to be secure or free from error, interception, or delay. You should not send time-sensitive or transaction instructions by email, and Evergreen will not be responsible for any loss arising from your reliance on email as a means of giving instructions. Communications you send to Evergreen may be monitored, recorded, and retained in accordance with our compliance obligations and our Privacy Policy.

The Site may contain links to websites, resources, or services operated by third parties, including custodians, fund administrators, electronic-signature services, or other service providers. Such links are provided for your convenience only. Evergreen does not control, and is not responsible for, the availability, accuracy, content, products, services, privacy practices, or security of any third-party website or service, and the inclusion of any link does not imply endorsement, sponsorship, or affiliation. Your use of any third-party website or service is at your own risk and is subject to the terms and privacy policies of that third party. You should review those terms and policies before providing any information to a third party.

Your use of the Site is subject to our Privacy Policy, which describes how we collect, use, share, and protect personal information obtained through the Site and how you may exercise your rights with respect to that information. By using the Site, you acknowledge that you have read the Privacy Policy. Personal information collected in connection with a client relationship may additionally be governed by privacy notices delivered to you under applicable financial privacy laws and by the terms of your Client Agreement.

THE SITE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERGREEN, ITS AFFILIATES, AND THEIR RESPECTIVE MEMBERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND LICENSORS (COLLECTIVELY, THE "EVERGREEN PARTIES") DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE EVERGREEN PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT (A) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) ANY CONTENT, INCLUDING ANY ACCOUNT INFORMATION, VALUATION, PERFORMANCE FIGURE, OR REPORT, IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE; OR (E) THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. INFORMATION IN THE PRIVATE CLIENT AREA MAY BE PRELIMINARY, UNAUDITED, OR SUBJECT TO ADJUSTMENT, AND THE OFFICIAL RECORDS OF EVERGREEN, ITS FUND ADMINISTRATORS, AND ITS CUSTODIANS WILL CONTROL IN THE EVENT OF ANY DISCREPANCY.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE SITE OR FROM ANY EVERGREEN PARTY IN CONNECTION WITH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NOTHING IN THIS SECTION LIMITS ANY WARRANTY OR OBLIGATION EXPRESSLY UNDERTAKEN BY EVERGREEN IN A CLIENT AGREEMENT, OR ANY DUTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY EVERGREEN PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR INVESTMENT OPPORTUNITY, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SITE OR ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EVERGREEN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE EVERGREEN PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100.00). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

WITHOUT LIMITING THE FOREGOING, THE EVERGREEN PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM (A) ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR CREDENTIALS OR THE PRIVATE CLIENT AREA THAT RESULTS FROM YOUR FAILURE TO SAFEGUARD YOUR CREDENTIALS OR TO COMPLY WITH SECTION 7; (B) ANY INTERRUPTION, DELAY, OR FAILURE OF THE SITE, THE INTERNET, OR ANY TELECOMMUNICATIONS NETWORK; (C) ANY RELIANCE ON CONTENT THAT IS PRELIMINARY, ESTIMATED, OR SUBJECT TO ADJUSTMENT; OR (D) ANY EVENT BEYOND THE REASONABLE CONTROL OF THE EVERGREEN PARTIES.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (I) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE WHERE SUCH LIMITATION IS PROHIBITED; OR (II) ANY LIABILITY OF EVERGREEN UNDER A CLIENT AGREEMENT, WHICH SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS OF THAT CLIENT AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless the Evergreen Parties from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or relating to (a) your access to or use of the Site or any Content; (b) your breach or alleged breach of these Terms, including the confidentiality obligations in Section 12; (c) your violation of any applicable law, regulation, or third-party right, including any intellectual property, privacy, or securities law; (d) any information or material you submit through the Site, including through the Contact form; or (e) any use of your Credentials by you or by any person to whom you have disclosed, or who has obtained, your Credentials, whether or not such use was authorized by you.

Evergreen reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Evergreen in asserting any available defenses. You may not settle any claim subject to this Section without Evergreen's prior written consent. This Section does not apply to the extent an indemnification obligation is prohibited by applicable law, and does not expand any indemnification obligation you may have under a Client Agreement.

Evergreen may, in its sole discretion and without prior notice or liability, suspend, restrict, or terminate your access to all or any part of the Site, revoke your Credentials, and remove or disable any Content, for any reason or no reason, including if Evergreen believes that (a) you have violated these Terms or any Client Agreement; (b) your Credentials have been compromised or are being used in an unauthorized manner; (c) suspension is necessary to protect the security or integrity of the Site, other Authorized Users, or Evergreen; (d) suspension is required by law, regulation, court order, or the request of a regulatory authority; or (e) your relationship with Evergreen has ended or is in the process of being wound down.

Evergreen may also suspend the Site, in whole or in part, for scheduled or emergency maintenance, upgrades, or security reasons. Evergreen will use reasonable efforts to minimize disruption but has no obligation to provide advance notice of any suspension.

You may cease using the Site at any time and may request the deactivation of your Credentials by contacting your Relationship Manager. Termination of your access to the Site does not, by itself, terminate any Client Agreement or any investment, which will continue to be governed by their own terms.

Upon any termination of your access, the license granted in Section 11 terminates immediately, and you must cease all use of the Site and, if requested by Evergreen, return or destroy any Confidential Information in your possession, subject to any retention required by law or by your own bona fide record-keeping obligations, provided that retained information remains subject to Section 12. Sections 3, 4, 10, 12, 16, 17, 18, 21, and 22, and any other provision that by its nature is intended to survive, shall survive termination.

Evergreen may revise these Terms at any time by posting the revised Terms on the Site and updating the "Effective" date above. Where a change is material, Evergreen will use reasonable efforts to provide additional notice, which may include a notice on the Site, a notice within the private client area, or an email to the address associated with your Credentials. Your continued use of the Site after revised Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Site and, if you are an Authorized User, notify your Relationship Manager.

Evergreen may also change, suspend, or discontinue any aspect of the Site at any time, including the availability of any feature, database, or Content, and may impose limits on certain features or restrict your access to parts or all of the Site without notice or liability.

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Florida, United States, without giving effect to any choice-of-law or conflict-of-laws rules that would result in the application of the laws of any other jurisdiction, and, where applicable, the federal laws of the United States.

You and Evergreen agree that any legal action or proceeding arising out of or relating to these Terms or the Site shall be brought exclusively in the state courts of the State of Florida or the United States District Courts located in the State of Florida, and you irrevocably submit to the personal jurisdiction of those courts and waive any objection based on inconvenient forum. Notwithstanding the foregoing, Evergreen may seek injunctive or other equitable relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND EVERGREEN EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE. Any claim arising out of or relating to these Terms or the Site must be commenced within one (1) year after the cause of action accrues, or it is permanently barred, except where applicable law prohibits the shortening of a limitations period.

Where a more specific jurisdiction applies. If a Client Agreement between you and Evergreen designates a different governing law or forum, that designation will control with respect to any dispute arising under that Client Agreement, including disputes concerning Content in the private client area that relates to the investments governed by that Client Agreement. If you are a consumer resident in the European Economic Area, the United Kingdom, or another jurisdiction whose laws grant you mandatory protections that cannot be derogated from by contract, nothing in this Section deprives you of the protection of those laws or of any mandatory right to bring proceedings in the courts of your place of residence. Our Privacy Policy identifies the specific laws (including the laws of the State of California and other U.S. states, and the data protection laws of the European Economic Area, the United Kingdom, and Switzerland) that govern particular privacy rights, and those laws apply to the matters described there notwithstanding this Section.

Entire agreement. These Terms, together with the Privacy Policy and any additional terms that Evergreen may post within the private client area, constitute the entire agreement between you and Evergreen with respect to your use of the Site and supersede all prior or contemporaneous communications, proposals, and understandings, whether oral or written, relating to the Site. Client Agreements are separate agreements and are not superseded by these Terms.

Severability. If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect.

Assignment. You may not assign, delegate, or transfer these Terms or any of your rights or obligations under them, whether by operation of law or otherwise, without Evergreen's prior written consent, and any purported assignment in violation of this Section is void. Evergreen may assign or transfer these Terms, in whole or in part, to any affiliate or to any successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without notice to you.

No waiver. No failure or delay by Evergreen in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any further exercise of that or any other right. Any waiver must be in writing and signed by an authorized representative of Evergreen.

Force majeure. Evergreen shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, failures of the internet or telecommunications infrastructure, power outages, or the acts or omissions of third-party service providers.

Relationship of the parties. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and Evergreen. Except as expressly provided in a Client Agreement, neither party has authority to bind the other.

No third-party beneficiaries. Except for the Evergreen Parties, who are intended third-party beneficiaries of Sections 16, 17, and 18, these Terms do not confer any rights or remedies on any person other than you and Evergreen.

Headings and interpretation. Section headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including, without limitation." References to laws include those laws as amended, consolidated, or replaced from time to time.

Notices. Evergreen may give notice to you by posting on the Site, through the private client area, or by email or other communication to the contact details associated with your Credentials or provided through the Contact form. Notices to Evergreen must be given through the Contact page of the Site or to your Relationship Manager, or as otherwise specified in your Client Agreement. Legal requests, including formal legal notices, may be sent by email to legal@evergreen.io.

Language. These Terms are drafted in English. Any translation is provided for convenience only, and the English version shall control in the event of any conflict.

Export and sanctions compliance. You agree to comply with all applicable export control and economic sanctions laws and regulations in connection with your use of the Site, and you represent that you are not a person to whom access to the Site is prohibited under Section 5.

If you have questions about these Terms or the Site, please contact us through the Contact page at evergreen.io. Authorized Users may also direct questions to their Relationship Manager. Legal requests, including formal legal notices and other legal correspondence, may be sent by email to legal@evergreen.io. Notices of suspected unauthorized access to Credentials should be directed to your Relationship Manager without delay, as described in Section 7.