Terms of Service

Effective Date: July 13th 2021

Invisible Technologies Inc. (“Invisible,” “we,” “us,” and “our”) delivers digital work by outsourcing business processes to human agents. Our Privacy Policy (“Privacy Policy”) is designed to help you understand how we collect, use and share your personal information and to assist you in exercising the privacy rights available to you.

SERVICES

This Terms of Service applies to personal information processed by us in our business, including on our websites, mobile applications, and our related online and offline offerings (collectively, the “Services”).

Everest and the Client may agree on specific services through a "Statement of Work", which will reference these Terms and remain subject to them. Such agreements only take effect when signed by both parties.

1.1. Statement of Work:

Everest and the Client may agree on specific services through a "Statement of Work,"
which will reference these Terms and remain subject to them. Such agreements only take effect when signed by both parties.

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1.2. Performance of Services:

‍ Everest will use commercially reasonable efforts to perform the services specified in
each Statement of Work (the “Services”) in accordance with the terms and conditions of these Terms and of each Statement of Work.

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1.3. Client Affiliates:

Entities connected to the Client ("Client Affiliates") may also receive services if they sign a mutually agreed Statement of Work with Everest. For such agreements, the Client Affiliate will be considered the Client under these Terms.

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1.4. Changes to Statement of Work:

The Client can request changes to services by submitting a written Change
Order Request. Everest may review these requests but is not obligated to accept them. If Everest considers the request, it will notify the Client about any adjustments to fees or schedules. Both parties must agree in writing before changes take effect. Until then, Everest will continue to perform services as described in the original Statement of Work.

1.5. Client Responsibilities:

The Client must:

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1. Fully cooperate with Everest and provide any requested support.
2. Make available all systems, data, and other required materials ("Client Materials").
3. Ensure Client Materials are accurate and complete.
Delays caused by missing or inaccurate Client Materials are the Client’s responsibility, and Everest is not liable for such delays.

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1.6. Relationship of the Parties:

Everest performs services as an independent contractor and is not a partner,
agent, or employee of the Client. Everest personnel are not eligible for Client employee benefits and are responsible for their own taxes, expenses, and legal obligations.

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2. PAYMENT

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2.1. Payment:

Client will pay Everest the non-refundable fees set forth in each Statement of Work in accordance with the terms therein (Fees or “Service Fees”) and without offset or deduction. Timely payment of all amounts due is a condition precedent to Client’s rights and Everest Assistant’s obligations under these Terms.
Everest reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of each month upon notice to the Client, and prior to a new monthly usage cycle commencing. If Client fails to make any payment when due, late charges will accrue at the highest rate permitted by applicable law and Everest may suspend Services until all payments are made in full. Client will reimburse Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

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2.2. Taxes:

All fees, expenses and other amounts payable to Everest hereunder do not include any sales, use, value added or other applicable taxes, tariffs or duties, payment of which will be the sole responsibility of Client.

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3. INTELLECTUAL PROPERTY

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3.1. Everest IP:

As between the parties, Everest will solely own and reserves all rights in and to, any and all software programs or tools, utilities, technology, inventions, devices, specifications, documentation, ideas, concepts, know-how, processes, methodologies, techniques, data, information, and materials of any kind owned, licensed, acquired,or used by Everest, in whole or in part, prior to or after the Effective Date, in connection with the Services and these
Terms, prior to and after the Effective

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3.2 Work Product:

Once the Client has paid all fees, Everest grants the Client a non-exclusive, non-transferable,
perpetual license to use, reproduce, and modify any materials ("Work Product") created specifically for the Client under the Statement of Work.
If Everest’s intellectual property ("Everest IP") is required to use the Work Product, Everest also grants the Client a limited, royalty-free license to use the necessary Everest IP solely for the intended purpose of the Work Product.

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4. CONFIDENTIAL INFORMATION

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4.1. Confidential Information:

Confidential Information refers to any information shared by one party with the other
that:
 Is marked as "confidential" or labeled similarly.
 Is understood to be proprietary due to its nature or the context of disclosure.
This includes, but is not limited to, details about product plans, hiring strategies, customer lists, pricing, financials, marketing plans, research, and Everest’s proprietary methods and processes. All such information is considered Confidential Information of the disclosing party.

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4.2. Restrictions: Each party must:

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 Use the other party’s Confidential Information only as needed to fulfill these Terms.
 Avoid disclosing Confidential Information to anyone except employees or subcontractors who need to know it for service delivery and are bound by similar confidentiality agreements.
 Take reasonable measures to protect the other party’s Confidential Information (at least as rigorously as they protect their own). Disclosure is allowed only if required by a court order or legal regulation, and the disclosing party must be given reasonable notice to contest the order. Parties may also share Confidential Information with legal or financial advisors or potential investors on a confidential basis. Confidentiality obligations last for five (5) years after the termination of these Terms. For trade secrets, the protection
period is perpetual.

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4.3. Exclusions:

Confidential Information does not include:
 Information that becomes publicly known through no breach of these Terms.
 Information already known to the receiving party without confidentiality obligations.
 Information independently developed by the receiving party.
 Information obtained lawfully from a third party.

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4.4. Return of Confidential Information:

Upon termination or at the request of the disclosing party, the receiving
party must:
 Return or destroy all Confidential Information and provide proof of destruction if required.
 Destroy any notes, analyses, or other documents (regardless of the form thereof) containing the Confidential
Information.

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4.5. Equitable Relief:

Each party hereby agrees that the unauthorized use or disclosure of the disclosing party’s
Confidential Information may cause the disclosing party to incur irreparable harm and significant damages for which there may be no adequate remedy at law. Accordingly, each party agrees that the disclosing party will have the right to seek immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.

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4.6. Non-Solicitation:

During the term of these Terms and for a period of twelve (12) months thereafter, neither Party
shall directly or indirectly solicit for employment any person employed then or within the preceding twelve (12) months by the other Party, without the other Party’s consent in writing, which consent shall not be unreasonably withheld. The
foregoing prohibition does not include general public solicitations for employment.

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5. WARRANTY

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5.1. Mutual Warranty:

Each party represents and warrants:
 They will comply with all applicable laws related to their responsibilities under these Terms.
 They have the authority and legal power to enter into and fulfill their obligations under these Terms.

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5.2. Everest Warranty:

Everest warrants that the Services will be performed in a good and workmanlike manner
consistent with applicable industry standards. This warranty will be in effect for the duration of the Statement of Work Term as defined in the applicable Statement of Work.
 If Everest fails to meet this warranty, the Client’s only remedy is for Everest to re-perform the services at itsmown expense.

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5.3. Client Warranty:

Client represents and warrants that:
 (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Client Materials (including any personal data provided or otherwise collected pursuant to Client’s privacy policy) as contemplated by these Terms.
 (ii) Everest’s use of the Client Materials in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Client and any third party.

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6. TERM AND TERMINATION

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6.1. Term:

These Terms begin on the Effective Date and remain valid as long as Everest provides services under any Statement of Work, unless terminated earlier according to these Terms.

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6.2. Termination:

Each party will have the right to terminate these Terms or any Statement of Work by written notice, effective immediately, if the other party breaches any material term of these Terms or Statement of Work and fails to cure such breach within thirty (30) days after receipt of written notice thereof. Each party will also have the right to terminate these Terms at will upon thirty (30) days written notice to the other party.

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Everest reserves the right and discretion to pause the Services or terminate this Agreement immediately, where Everest is made aware of any abusive or inappropriate behavior directed towards any representative of Everest. The following examples of abusive and inappropriate behavior are intended to be guidelines and are not exclusive when determining whether such behavior has occurred:

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 Comments that are offensive or unwelcoming, including, but not limited to: a person's national origin, race, color, religion, age, sex, sexual orientation, pregnancy, appearance, disability, gender identity or expression, marital status or other protected status, which includes epithets, slurs and negative stereotyping.
 Nonverbal harassment including, but not limited to the distribution, display or discussion of any written or graphic material that ridicules, denigrates, insults, belittles or shows hostility, aversion or disrespect toward an individual or group because of national origin, race, color, religion, age, gender, sexual orientation, pregnancy, appearance, disability, sexual identity, marital status or other protected status.

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6.3. Effect of Termination:

Upon the expiration or termination of these Terms or of any Statement of Work:
 (i) each party will promptly return to the other party (or destroy, at the owning party’s option) all Confidential Information of the other party in its possession or control, in accordance with Section 5.4; and
 (ii) Client will pay all accrued and unpaid fees in accordance with the payment terms set forth in Section 2 and the applicable Statement of Work. Survival. The following Sections will survive termination or expiration of these Terms for any reason: Sections 2 (solely for any fees owed by Client to Everest as of the termination or expiration of these Terms), 3, 4, 6, 7, 8, 9 and 10 and all obligations in each applicable Statement of Work which, by their nature, would survive termination or expiration of these Terms.

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7. INDEMNIFICATION

7.1. Indemnification by Client:

The Client agrees to indemnify, defend, and hold harmless Everest, its affiliates, and
their officers, employees, and representatives against all claims and losses (including legal fees) arising from:

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1. Client Materials: Allegations that they infringe on third-party intellectual property or violate laws.
2. Bodily Injury or Property Damage: Any injury or damage caused by the Client.
3. Instructions: Issues resulting from the Client's instructions related to the Services.
4. Gross Negligence or Misconduct: Acts of gross negligence, willful misconduct, or law violations by the Client.

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7.2. Indemnification by Everest:

Everest will indemnify, defend, and hold harmless Client and its respective
employees, officers, and directors from and against any and all Claims and Losses arising out of, relating to, or in connection with allegations that:

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1. Everest IP: Allegations that Everest’s intellectual property infringes third-party rights.
2. Bodily Injury or Property Damage: Any injury or damage caused by Everest.
3. Employment Claims: Claims from Everest’s personnel demanding benefits from the Client.
4. Gross Negligence or Misconduct: Acts of gross negligence, willful misconduct, or law violations by Everest. Procedure for Indemnification: The party seeking indemnification (“Indemnified Party”) shall (i) provide prompt written notice of the existence of a claim to the indemnifying party (“Indemnifying Party”); (ii) reasonably cooperate with the Indemnifying Party with respect to the defense and settlement of such Claim; and (iii) permit the Indemnifying Party, at its option, to participate in and control the defense and settlement of such Claim. The Indemnifying Party shall not settle any Claim without the Indemnified Party’s prior written consent if such settlement arises from or is part of any criminal action, suit, or proceeding, or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of the Indemnified Party, or otherwise requires the Indemnified Party to take or refrain from taking any material action (such as the payment of fees or other amounts), such consent not to be unreasonably withheld or delayed.

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8. LIMITATION OF LIABILITY

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Exclusions from Liability
Unless caused by: A breach of Section 4 (Confidential Information), gross negligence, willful misconduct, or violation of applicable laws, neither party will be responsible for:
 Special, incidental, punitive, or consequential damages, including loss of data, business, profits, goodwill, or reputation.
 Costs to obtain substitute services.
This applies even if the damages were unforeseen or the party was warned about the potential for such losses.
Liability Cap
1. For each Statement of Work, a party’s total liability is limited to the amount paid by the Client to Everest under that specific Statement of Work.
2. Across the entire agreement, the total liability for all claims is capped at the amount paid by the Client to Everest in the six (6) months before the incident causing the claim.
Enforceability: The limitations and exclusions in this section will remain enforceable even if any part of this section is later found to have failed in its purpose.

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9. PUBLICITY

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9.1. Everest will take reasonable measures (administrative, physical, and technical) to protect Client Materials from accidental loss or unauthorized access, following industry standards and Everest’s Privacy Policy. If Client Materials include personal information, Everest may use and process it to deliver services, complying with applicable privacy
laws. If the agreement includes a Data Processing Agreement (DPA):

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 The DPA governs the handling of personal data.

 In case of conflict, the provisions of the DPA take precedence over these Terms.

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9.2 Marketing and Promotional Rights:

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The Client grants Everest an irrevocable, royalty-free, worldwide license to use the Client’s:
 Name,
 Logo, and
 Details of services rendered (e.g., case studies, testimonials, and outcomes). Everest can reference the Client in marketing and promotional materials, including press releases and advertising, without needing additional approval. This grant is provided under the assurance that:
 It is for marketing purposes only.
 It will not infringe on the rights of third parties. Everest agrees to maintain accuracy and respectful representation when using Client materials.

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10. DATA AND SECURITY

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Everest will use reasonable commercial efforts to maintain reasonable administrative, physical and technical safeguards intended to protect the Client Material against accidental loss and unauthorized access or disclosure, in accordance with applicable industry standards and Everest’s Privacy Policy. To the extent any Client Materials contain personal information, Everest may use and process such personal information in connection with the provision of the Services to Client. Everest will use and process such personal information in accordance with applicable laws governing the processing of such personal information. If these Terms are supplemented by a Data Processing Agreement (“DPA”), the Parties agree that the DPA executed by the parties governs the transfer and processing of personal data for the purposes of these Terms. Where there is any conflict between the provisions of these Terms and the DPA, the provisions of the
DPA shall govern.

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11. GENERAL PROVISIONS

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 Assignment or Transfer:
o Neither party may assign or transfer these Terms without the prior written consent of the other
party.

o Exceptions: A party may assign these Terms to a third party that takes over substantially all of its business and assets related to these Terms (e.g., through sale, merger, or similar actions).
o These Terms are binding on both parties and their successors or permitted assigns.
 Enforceability:
o If any part of these Terms is found to be invalid or unenforceable, it will be enforced to the
maximum extent allowed by law, and the remaining parts will remain valid.

 Entire Agreement:
o These Terms (including Statements of Work and exhibits) represent the entire agreement between the parties, replacing all prior agreements (written or oral) on the same subject.

 Amendments:
o These Terms can only be amended or modified through a written document signed by both parties’ authorized representatives.

 Relationship:
o These Terms do not create a partnership, joint venture, or agency relationship.
o Neither party can bind the other or incur obligations on the other’s behalf without written consent.
 Remedies and Waivers:
o Using one remedy does not prevent either party from pursuing other remedies.
o Failure to enforce any provision is not a waiver of the right to enforce it later.
o Waivers must be in writing and signed by the party granting them.

 Governing Law:
o These Terms are governed by the laws of the State of New York, without considering conflict-of-law principles.
 Dispute Resolution:
o Any disputes will be resolved by confidential arbitration under the rules of the American Arbitration Association with a single arbitrator.
o Arbitration will occur in Wilmington, Delaware, and each party will cover its own costs.
 Force Majeure:
o Neither party is responsible for delays or failures caused by events beyond their control, such as strikes, shortages, natural disasters, war, terrorism, or government actions.

 Notices:
o Notices must be in writing and are valid if sent by certified mail, overnight express, or email with
confirmation.
 Signatures:
o These Terms can be signed in counterparts, and electronic signatures hold the same validity as
physical signatures.