Terms of Service

Definitions

For the purposes of these Terms of Service, the following terms have the meanings set forth below:

• "NES" means National Evermore Services LLC and its successors and permitted assigns.
• "Services" means all NES websites, client portals, auditor portals, mobile interfaces, reporting systems, APIs, integrations, training tools, corrective action workflows, and any related digital or physical services.
• "Portal" means the NES Client Portal and/or Auditor Portal accessible at evermoreaudits.com.
• "Client" means the business entity or organization that has entered into a service agreement with NES or whose personnel use the Services.
• "User" means any individual who accesses or uses the Services, including Client employees, managers, Auditors, and NES personnel.
• "Auditor" means an individual who performs audits or inspections for NES, whether as an NES employee or as an independent contractor engaged by NES.
• "Audit Data" means inspection findings, audit scores, violation records, corrective action plans, uploaded files, and all data generated through NES audit and compliance services.
• "CAP" means Corrective Action Plan — a structured response and remediation workflow generated when audit violations are identified.
• "Confidential Information" means any non-public information disclosed by NES or a Client that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
• "AI Features" means features of the Services that use artificial intelligence, including the AI tools described in the Artificial Intelligence Features section and in the Privacy Policy.
• "Third-Party Services" means services, platforms, or APIs provided by entities other than NES that are used in the operation of the Services, including those identified in the NES Privacy Policy.

Acceptance of Terms

By accessing or using any NES Service, you acknowledge and agree that you have read, understood, and are legally bound by these Terms of Service ("Terms"). These Terms apply to all visitors, clients, employees, contractors, and authorized portal users. Continued use constitutes ongoing acceptance of the most current version of these Terms.

If you do not agree to these Terms, or if you are not authorized by your employer or organization to use NES systems, you must immediately discontinue all access and use of the Services.

By using the Services on behalf of a business entity, you represent and warrant that: (a) you are authorized to bind that entity to these Terms; (b) your use is compliant with all relevant company policies and contractual obligations; (c) you are at least eighteen (18) years of age and have the legal capacity to enter into binding agreements; and (d) your use does not violate any applicable law or regulation.

Your electronic acceptance of these Terms — whether by checking an acceptance box, clicking an acceptance button, or completing account activation — constitutes a legally binding electronic signature equivalent to a written signature under applicable electronic transactions law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state equivalents.

Modifications to Terms

NES may update these Terms from time to time. The date at the top of this page shows when they were last updated. For material changes, NES will give at least thirty (30) days' notice before the change takes effect, by a notice in the portal and on this page, and by email to users who have opted in to email notices. Non-material changes (such as clarifications, formatting, or updated contact details) take effect when posted.

If you continue to use the Services after a change takes effect, the updated Terms apply to your continued use. If you do not agree to a change, you must stop using the Services before it takes effect, and Clients may raise the change with NES under their service agreement. Changes do not apply retroactively to disputes that arose before the change took effect.

Service Scope

NES provides food-safety auditing, compliance evaluations, reporting, training, consulting, corrective action plan management, and operational support services as defined in the client's service agreement or proposal. The specific scope, depth, frequency, and deliverables of such services may vary depending on contractual terms, facility type, regulatory requirements, and operational readiness.

NES audit services are advisory in nature and do not constitute, replace, or substitute for any government inspection, regulatory review, or official certification process. NES does not act as a regulatory authority and does not confer any official certification, license, permit, or compliance status. An NES audit score, report, or recommendation does not guarantee regulatory approval, legal compliance, or favorable outcomes in any governmental inspection or enforcement action.

NES does not guarantee the achievement of any specific audit scores, regulatory outcomes, inspection results, legal compliance status, or operational improvements. Our audits, reports, and recommendations are intended to support — but not replace — each client's independent responsibility for maintaining compliance with all applicable local, state, and federal laws, including all food-safety, public health, and employment regulations.

NES is not responsible for implementing corrective actions, enforcing compliance, validating client decisions, or verifying the ongoing safety practices of employees, managers, contractors, or vendors. Clients remain solely responsible for the accuracy of the information they provide, the execution of corrective measures, and the maintenance of safe and compliant operations.

Beta and Preview Features: NES may make available certain features, integrations, or tools designated as "beta," "preview," "pilot," or "experimental." Such features are provided on an as-is basis, without warranty of any kind, and may be modified, suspended, or discontinued at any time without notice or liability. Use of beta features is at the user's sole risk.

User Responsibilities

Users agree to provide complete, accurate, and up-to-date information when creating or accessing an NES account and are solely responsible for maintaining the confidentiality and security of all usernames, passwords, multi-factor authentication methods, and any other login credentials. Users acknowledge that any actions taken under their accounts will be deemed the responsibility of the account holder.

Users agree to access NES Services exclusively for authorized business purposes. The following activities are strictly prohibited:

• Attempting to gain unauthorized access to NES systems, accounts, databases, or networks not expressly permitted
• Bypassing, disabling, or circumventing security controls, authentication mechanisms, or access restrictions
• Impersonating another user, client, or NES personnel
• Performing or facilitating unauthorized penetration testing, vulnerability scanning, or network enumeration without prior written authorization from NES
• Using automated bots, scrapers, crawlers, or scripts to extract data from NES systems without written authorization
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code or internal logic from NES software
• Uploading, transmitting, or introducing any malicious code, virus, ransomware, spyware, Trojan, or any other harmful software or content
• Attempting to access, extract, or compromise data belonging to other clients, users, or organizations
• Using NES data, reports, audit methodologies, or system outputs to build, train, or improve any artificial intelligence model, competing service, or derivative product
• Sharing, reselling, sublicensing, or redistributing access to NES Services to unauthorized third parties
• Using NES Services for any purpose that violates applicable local, state, federal, or international law

Users must immediately notify NES at support@evermoreaudits.com if they suspect unauthorized access, compromised credentials, or unusual account activity. Failure to maintain secure practices or to comply with these responsibilities may result in immediate suspension or termination of access without prior notice and without liability to NES.

Data Processing Agreement

The following data processing terms apply to all Clients and govern NES's processing of personal information on behalf of Clients in connection with the Services.

Roles: With respect to account and user identity data, NES acts as a data controller. With respect to operational and audit data submitted by or on behalf of Client organizations, NES acts as a data processor on behalf of the Client. Client is the data controller of such operational data.

Processing Scope: NES processes Client operational data solely for the purpose of delivering the Services as described in the applicable service agreement and as necessary to comply with legal obligations. NES will not process Client data for the benefit of third parties, except as expressly authorized by the Client or required by law. NES may create aggregated and de-identified information from Client data (information that does not identify the Client, its locations, or any individual) and use it to operate, calibrate, benchmark, and improve the Services; NES will not attempt to re-identify such information or disclose it in a form that identifies the Client.

Sub-Processors: NES engages the service providers listed in the Privacy Policy (as updated from time to time) to assist in delivering the Services, and keeps that list current. When NES adds a service provider that will process Client personal information, NES will update that list and, for material additions, notify Clients in advance where practicable. Clients who object to a new sub-processor must notify NES in writing within thirty (30) days of notice; failure to object constitutes acceptance.

Security Obligations: NES will implement and maintain technical and organizational measures to protect Client data against unauthorized access, disclosure, alteration, or destruction, as described in the Privacy Policy's Data Security section.

Breach Notification: NES will notify the Client without undue delay and in accordance with the timeframes stated in the Data Breach Notification section upon becoming aware of a confirmed security incident affecting Client data.

Data Return & Deletion: Upon termination of a service agreement, NES will make Client data available for export during the period described in the Data Retention Upon Termination section and will retain and ultimately delete data in accordance with NES's standard retention schedule, unless otherwise agreed in writing or required by law.

Audits: Upon reasonable written request (no more than once per year absent a confirmed security incident), NES will provide documentation sufficient to demonstrate compliance with its data processing obligations under these Terms.

Third-Party Technology Partners

NES uses the third-party service providers identified in the NES Privacy Policy to operate and deliver the Services. All such providers are subject to contractual data protection obligations. NES is not responsible for the availability, security, accuracy, or compliance practices of third-party services beyond NES's contractual obligations with those providers.

Third-party service outages, policy changes, or data handling failures that are beyond NES's reasonable control shall not constitute a breach of these Terms. NES will make commercially reasonable efforts to mitigate disruptions caused by third-party service failures.

The Services may contain links to third-party websites, tools, or platforms not operated by NES. NES is not responsible for the content, privacy practices, or terms of any third-party site. Access to and use of third-party services is governed by those parties' terms and policies.

Artificial Intelligence Features

NES uses artificial intelligence tools, currently provided by Anthropic (Claude), to support its services. These include: helping NES staff refine the wording and consistency of audit notes; generating draft summaries for certain reports; answering questions and analyzing data for NES staff; and, for features that use photos, analyzing images that Users choose to submit. Details of what information is sent are in the Privacy Policy.

The following terms apply to AI Features:

• AI-assisted audit content is part of NES's standard workflow and passes through NES's quality-assurance review before an audit report is released to a Client. A Client may ask in writing that AI tools not be used on its data, and NES will discuss reasonable alternatives
• AI output is provided on an "as-is" basis, without warranty of accuracy, completeness, fitness for purpose, or regulatory compliance
• AI output is advisory and does not constitute professional, legal, regulatory, or compliance advice
• Where Users can generate AI content themselves, they are responsible for reviewing it before relying on it or sharing it
• NES uses AI providers under commercial terms that do not permit them to use NES or Client data to train their general-purpose models
• Users agree not to use AI Features for any purpose that violates applicable law, infringes third-party rights, or produces misleading, defamatory, or harmful content

Privacy & Data Use

NES collects, stores, and processes personal information, operational data, audit results, and system usage information in accordance with our Privacy Policy and applicable data protection laws. By using the Services, you acknowledge and agree that you have reviewed our Privacy Policy, which is incorporated into these Terms by reference.

NES does not sell personal information and does not share personal information for cross-context behavioral advertising. NES may share data with authorized partners, subcontractors, or service providers strictly as necessary to perform contracted services, operate systems, or comply with legal obligations. All such parties are required to uphold confidentiality and data protection standards consistent with NES policies. The built-in Data Processing Agreement in these Terms governs NES's processing of Client operational data.

Certain features, including AI tools, translation, and mapping, involve sending limited content to third-party service providers as disclosed in the Privacy Policy.

NES implements administrative, technical, and physical safeguards designed to protect personal information, including encrypted data transmission (TLS), access controls, role-based permissions, audit logging, and secure hosting infrastructure.

SMS & Automated Account Communications

During account activation you may choose to receive account-security text messages by entering a mobile number and checking the SMS consent box, which is unchecked by default. This is optional. Program details are on the Text Message Program page. Checking the box consents to transactional SMS from NES for account security and authentication only.

Messages are limited to user-initiated security functions:

• Password reset verification codes
• Sign-in (two-factor) verification codes, if two-factor authentication by text is enabled on your account

Messages are sent only in response to actions you take. Message frequency varies with your account activity. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.

You may opt out at any time by replying STOP or by turning off text messages under Settings → Preferences in the portal. For help, reply HELP or contact support@evermoreaudits.com. Opting out of SMS does not affect your ability to reset your password by email.

NES does not send marketing or promotional SMS messages. Mobile numbers are used solely for account security. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes, and text-messaging opt-in data and consent will not be shared with any third parties, except service providers that deliver the messages for NES. Consent to receive SMS is not a condition of purchasing services. NES keeps a record of SMS consent and intends to comply with the Telephone Consumer Protection Act (TCPA) and applicable carrier requirements.

Payment Terms

Fees for NES Services are set forth in the applicable service agreement, statement of work, or proposal. Unless otherwise stated in a signed agreement, the following terms apply:

• Invoices are due within thirty (30) days of the invoice date
• Late payments may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full
• NES reserves the right to suspend access to the Services for accounts with invoices outstanding beyond sixty (60) days, without liability to NES
• All fees paid are non-refundable except as expressly stated in a signed service agreement or as required by applicable law
• NES may adjust pricing for ongoing services upon thirty (30) days' written notice prior to the next billing period

Feedback & Suggestions

If you submit ideas, suggestions, recommendations, enhancements, or other feedback ("Feedback") to NES regarding the Services, you hereby grant NES a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Feedback in any form and for any purpose, without restriction or compensation to you. NES is under no obligation to implement, acknowledge, or maintain confidentiality with respect to any Feedback.

Electronic Communications

By creating an NES account and using the Services, you consent to receive electronic communications from NES, including service notifications, system alerts, security notices, account updates, audit notifications, and CAP workflow communications. These transactional communications are required for the operation of the Services and you may not opt out of them while maintaining an active account.

NES may also send optional communications such as product updates or newsletters. You may opt out of optional marketing communications at any time by following the unsubscribe instructions in the email or by contacting support@evermoreaudits.com. Opting out of optional communications does not affect your receipt of required transactional and security notices.

You agree that all agreements, notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.

Confidentiality

Each party will protect the other party's Confidential Information with at least reasonable care and use it only for purposes of the relationship. NES's Confidential Information includes its audit methodologies and scoring criteria, CAP workflow logic, portal architecture and code, training materials, pricing, and internal business processes. A Client's Confidential Information includes its Audit Data and non-public information about its operations and locations.

Examples of Confidential Information include, without limitation: audit methodologies and scoring criteria, CAP workflow logic and escalation rules, portal architecture and code, client data, pricing and fee structures, internal business processes, and any information marked or designated as confidential.

Users agree to implement reasonable safeguards to protect Confidential Information, including securing devices, restricting access to authorized personnel, preventing public disclosure, and complying with all confidentiality obligations in service agreements, NDAs, or regulatory requirements. A Client may download, copy, and share its own audit reports, CAPs, and Audit Data internally and with its owners, franchisees, insurers, advisors, auditors, and regulators, and as required by law. Otherwise, unauthorized disclosure, bulk extraction, or redistribution of NES materials is prohibited.

In the event of any unauthorized disclosure or suspected breach of confidentiality, the disclosing party acknowledges that NES may suffer irreparable harm not adequately compensable by monetary damages alone. Accordingly, NES shall be entitled to seek injunctive or other equitable relief, without bond or other security and without prejudice to any other rights or remedies available under law or equity, in addition to all other available remedies.

Confidentiality obligations under these Terms survive the termination or expiration of any service engagement, contract, or portal access for a period of five (5) years, or indefinitely with respect to trade secrets.

Confidentiality Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure without a duty of confidentiality; (c) is independently developed without use of the other party's Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality. A party may disclose Confidential Information when required by law, subpoena, or court order, after giving the other party prompt notice where legally permitted.

Intellectual Property

All NES branding, trademarks, service marks, trade dress, logos, proprietary audit methodologies, scoring systems, corrective action workflows, digital tools, data models, training materials, system architecture, portal features, user interface designs, scripts, algorithms, database schemas, automation logic, reporting formats, and all other content or technology made available through NES Services (collectively, the "NES Materials") are the exclusive property of NES or its licensors and are protected by applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the NES Materials solely for authorized business purposes as permitted under your agreement with NES. This license does not include any right to sublicense, modify, copy, exploit, reverse engineer, or build derivative works from NES Materials.

Except where explicitly authorized in writing by NES, you may not:

• Replicate NES audit frameworks, questions, scoring systems, or scoring logic
• Duplicate NES report formats, CAP workflows, or automated escalation logic
• Copy portal layouts, UI components, dashboard structures, or navigation patterns
• Recreate database structures, naming conventions, relationships, or data pipelines
• Extract, harvest, or scrape portal content or system logic for competitive use
• Use NES Materials to build or support any competing audit, training, reporting, or compliance service
• Use NES data or outputs to train, fine-tune, or evaluate any artificial intelligence or machine learning model

Any unauthorized use of NES Materials may result in immediate suspension or termination of access, pursuit of civil damages, injunctive relief, and all other available legal remedies.

Ownership of Client Data & User Content

As between NES and a Client, the Client owns the Audit Data relating to its locations and the content its Users upload. NES owns the Services and the NES Materials, including report formats and methodologies, and owns aggregated and de-identified information described in the Data Processing Agreement.

You grant NES a non-exclusive, worldwide, royalty-free license to host, store, copy, process, display, and transmit the content you or your organization submit (including messages, CAP responses, files, photos, and documents) solely to provide, secure, and support the Services and as described in the Privacy Policy. This license ends when the content is deleted under the Data Retention Upon Termination section, except for copies retained as required by law or in backups pending their normal deletion.

Data Breach Notification

If NES confirms a data breach affecting personal information it holds, NES will notify affected Clients without undue delay, targeting notice within seventy-two (72) hours of confirming the breach, and will notify affected individuals and regulators as required by applicable law. NES will provide reasonable information about the nature of the breach, the data affected, steps taken to mitigate harm, and recommended actions. Further detail is in the Privacy Policy.

Data Retention Upon Termination

Upon termination or expiration of a client's service agreement or portal access, the following data retention and export terms apply:

• Export Window: Clients will have sixty (60) days following the effective date of termination to download their reports and files through the portal or to submit a written export request to NES. NES will provide reasonable assistance with data export during this period.
• Post-Termination Retention: Following the export window, NES may retain Client data for up to five (5) years for legal compliance, audit-trail integrity, regulatory obligations, and dispute resolution, unless the Client requests earlier deletion as described below. Backup copies are kept for a limited period and are deleted in the normal course of backup rotation.
• Accelerated Deletion: Clients may request deletion of data not subject to a legal hold, regulatory requirement, or active dispute by emailing support@evermoreaudits.com. NES will confirm in writing when deletion is complete, generally within thirty (30) days; residual copies in backups are deleted in the normal course of backup rotation.
• Legal Holds: Data subject to a legal hold, active litigation, regulatory investigation, or audit obligation will not be deleted until such hold is formally lifted, regardless of the standard retention schedule.

Clients are responsible for exporting any data they wish to retain prior to the end of the sixty-day export window.

Accuracy of Information

NES audit findings, reports, recommendations, CAP items, risk assessments, and all related outputs ("Audit Information") are provided on a best-effort, professional basis and are not guaranteed to be complete, error-free, or exhaustive. Audit Information reflects conditions observed at the time of review only. Because audits inherently involve sampling, time limitations, environmental factors, operational variability, staff behavior, and client-controlled information, NES cannot and does not warrant that all issues, violations, hazards, or non-compliant activities will be identified.

Clients acknowledge and agree that:

• NES auditors rely on information, access, and cooperation provided by client personnel
• NES does not control daily operations, employee behavior, food-handling practices, or safety compliance outside the time of inspection
• Audit results are advisory in nature and do not replace regulatory inspections or legal obligations
• NES is not responsible for consequences arising from inaccurate, incomplete, withheld, or misleading information provided by the client

NES shall not be liable for any errors, omissions, missed violations, undetected risks, misinterpretations, operational outcomes, financial impacts, regulatory actions, illness, injury, or damages of any kind resulting from use or reliance upon Audit Information. All decisions regarding operations, compliance, food safety, and corrective actions remain solely the responsibility of the client.

Public & Third-Party Data

Some Services display information from public sources and third parties, such as health department inspection records, maps, and data received from integrated platforms. NES does not control these sources, is not affiliated with or endorsed by any government agency, and does not guarantee that such information is accurate, complete, or current. Official records should be confirmed with the issuing agency.

Disclaimers & No Warranties

ALL NES SERVICES, DIGITAL PLATFORMS, AUDIT TOOLS, REPORTS, RECOMMENDATIONS, TRAINING MATERIALS, ANALYTICS, AI FEATURES, AND ANY INFORMATION MADE AVAILABLE THROUGH NES SYSTEMS ("NES MATERIALS") ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. NES MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

To the fullest extent permitted by law, NES expressly disclaims all warranties, including but not limited to:

• Any warranty of performance, outcome, or improvement
• Any warranty of fitness for a particular purpose or operational objective
• Any guarantee of compliance with federal, state, or local regulatory requirements
• Any warranty of accuracy, completeness, or reliability of AI-generated content or third-party integration outputs
• Any assurance of uninterrupted, error-free, or timely availability of the Services

NES does not warrant that NES Materials will be suitable for regulatory submission or legal defense. NES is not responsible for decisions made or results produced by clients based on NES Materials. Continued use of NES platforms constitutes acknowledgment and acceptance of these disclaimers in full.

Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NES AND ITS OFFICERS, EMPLOYEES, AUDITORS, CONTRACTORS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES RELATING TO LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, REGULATORY PENALTIES, OR REPUTATIONAL HARM — EVEN IF NES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NES is not responsible for any outcomes resulting from client-controlled factors, including but not limited to operational practices, regulatory compliance, sanitation procedures, staff behavior, or failure to act upon NES recommendations.

In all cases, NES's total cumulative and aggregate liability for any claim arising out of or relating to NES Services, reports, audits, AI Features, digital platforms, or these Terms shall be limited to the greater of (a) the total amount actually paid by the Client to NES for the specific services at issue during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100). This aggregate cap applies across all claims and theories of liability combined.

Nothing in these Terms shall limit NES's liability for: (a) gross negligence or willful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.

This limitation applies regardless of the legal theory asserted and survives termination of any agreement. Some jurisdictions do not allow the exclusion of certain damages; in such jurisdictions, NES's liability is limited to the maximum extent permitted by law.

Indemnification

Each Client agrees, and each User agrees with respect to that User's own conduct, to indemnify, defend, and hold harmless NES, its officers, directors, owners, employees, auditors, contractors, agents, and affiliates from and against any and all claims, demands, actions, liabilities, damages, losses, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of NES Services, systems, tools, reports, or AI Features
• Your violation of these Terms, any contractual obligations, or any applicable law or regulation
• Your failure to implement, act upon, or respond to NES recommendations, audit findings, or corrective action plans
• Any operational practices, food-safety procedures, employee behavior, training lapses, or regulatory noncompliance within your organization
• Any claim or allegation by a third party arising out of your business operations or reliance on NES materials
• Any data you upload, transmit, or provide to NES that is inaccurate, unauthorized, or in violation of any third-party rights or applicable law
• Any breach of your confidentiality obligations under these Terms

NES reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate fully and not to settle any such claim without NES's prior written consent. You agree to reimburse NES for all costs incurred in connection with such claims. This indemnification obligation survives termination of your relationship with NES.

Statute of Limitations

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or related to NES Services, these Terms, or the relationship between the parties must be commenced within one (1) year after the claim or cause of action arose. Claims not brought within this period shall be permanently barred, regardless of any applicable statutory or common law limitation period that would otherwise apply. This provision applies to all theories of liability, including contract, tort, statute, and equity.

Equitable Relief

Notwithstanding any agreement to resolve disputes through binding arbitration, either party may seek injunctive relief, a temporary restraining order, specific performance, or other equitable or provisional remedies from a court of competent jurisdiction, without bond or security requirement, where necessary to prevent or remedy: (a) actual or threatened infringement of intellectual property rights; (b) breach or threatened breach of confidentiality obligations; (c) unauthorized access to or disclosure of Confidential Information; or (d) any other harm for which monetary damages would be inadequate. The pursuit of equitable relief shall not waive or limit either party's right to also seek monetary damages or to proceed with arbitration on the underlying dispute.

Export Controls

By using NES Services, you represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to United States embargo or trade restrictions; (b) you are not listed on the U.S. Treasury Department's list of Specially Designated Nationals, the U.S. Commerce Department's Denied Persons List, or any other applicable restricted parties list; and (c) your use of NES Services complies with all applicable U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and Office of Foreign Assets Control (OFAC) regulations.

NES Services are currently offered exclusively within the United States and its territories. Use of NES Services from jurisdictions outside the United States is not authorized and may violate applicable local laws.

U.S. Government Users

If NES Services are accessed or used by or on behalf of any agency, department, or instrumentality of the United States federal government, all NES software, platforms, and related materials constitute "commercial items" as that term is defined in 48 C.F.R. § 2.101. Government users acquire only the rights provided under these Terms and any applicable service agreement. No additional rights are granted.

Portal Availability

NES works to keep its client portal, auditor portal, reporting systems, and other digital services available, but actual availability may vary based on operational, environmental, or third-party factors outside NES's direct control.

NES makes no guarantee of any specific level of availability. Platform access may be slowed, suspended, or interrupted due to scheduled maintenance, security enhancements, infrastructure upgrades, emergency fixes, network disruptions, or failures involving hosting providers, cloud service vendors, or other third-party dependencies.

NES may perform routine or emergency maintenance at any time, with or without prior notice, if necessary to preserve system integrity or ensure the security and stability of the platform. NES shall not be liable for any damages, delays, or business losses resulting from portal downtime.

No uptime guarantee, service-level agreement (SLA), or availability warranty is expressed or implied unless separately documented in a mutually signed contract that explicitly supersedes this section.

Force Majeure

NES shall not be liable for any delay, failure to perform, or interruption of services resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, floods, pandemics, epidemics, governmental actions, laws or regulations, embargoes, war, terrorism, civil unrest, labor disputes, power failures, internet service provider failures, cyberattacks, ransomware attacks, or distributed denial-of-service (DDoS) attacks that occur despite NES's reasonable security measures, failures of third-party vendors or cloud hosting infrastructure, or any other Force Majeure Event.

In the event of a Force Majeure Event, NES's obligations shall be suspended for the duration of the event. NES will make commercially reasonable efforts to resume services as promptly as practicable. A Force Majeure Event does not excuse clients from payment obligations for services already rendered.

Termination

NES reserves the right, at its sole discretion and without prior notice, to suspend, restrict, or terminate any user's access to NES Services at any time for any of the following reasons: violation of these Terms, suspected or confirmed security threats, unauthorized access attempts, data misuse, nonpayment, breach of contract, misuse of platform features, abuse toward NES staff or auditors, or any activity deemed harmful to NES operations, clients, data integrity, or system security.

Clients remain financially responsible for all outstanding balances and contractual obligations incurred prior to suspension or termination. Upon termination, all licenses granted under these Terms are immediately revoked. Provisions that by their nature should survive termination — including Payment Terms, Feedback, Confidentiality, Intellectual Property, Ownership of Client Data, Data Retention Upon Termination, Disclaimers, Limitations of Liability, Indemnification, Statute of Limitations, Equitable Relief, Export Controls, and Governing Law — shall survive and remain in full force.

No Waiver

No failure or delay by NES in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver. Any waiver by NES must be made expressly in writing and signed by an authorized NES representative. Oral waivers, implied waivers, and course-of-dealing waivers are not recognized. A waiver in one instance does not constitute a waiver in any subsequent or similar situation.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect. The parties agree that if any limitation on liability, disclaimer of warranty, or indemnification provision is held unenforceable, the remaining limitations and indemnifications shall remain in effect to the fullest extent permitted by law.

Assignment

You may not assign, delegate, transfer, or sublicense any of your rights or obligations under these Terms without the prior written consent of NES. Any attempted unauthorized assignment shall be null and void. NES may freely assign its rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Entire Agreement

These Terms of Service, together with any applicable service agreement, proposal, statement of work, non-disclosure agreement, or other written contract executed between you and NES, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior understandings, agreements, representations, and communications. In the event of any conflict between these Terms and a separately executed written agreement signed by both parties, the separately executed agreement shall control with respect to the specific subject matter of that agreement.

Governing Law & Dispute Resolution

These Terms, and any dispute, claim, or controversy arising out of or relating to NES Services, reports, agreements, or the relationship between the parties, shall be governed exclusively by the laws of the State of California, without regard to conflict of law principles.

Binding Arbitration: To the fullest extent permitted by law, the parties agree that all disputes shall be resolved through final and binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA) in effect at the time the claim is filed. Arbitration shall take place exclusively in Los Angeles County, California. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Either party may instead bring an individual claim in small claims court if it qualifies.

No Class Actions: All claims must be brought on an individual basis. To the fullest extent permitted by law, you waive any right to bring or participate in any class action, collective action, or consolidated proceeding. This waiver does not apply to any claim that applicable law does not permit to be waived.

Equitable Exceptions: Either party may seek injunctive or other equitable relief from a court of competent jurisdiction in Los Angeles County without waiving the right to arbitration on the underlying dispute, as described in the Equitable Relief section.

This Governing Law and Dispute Resolution clause remains enforceable regardless of termination, suspended contracts, or discontinued use of NES Services.

Auditors & Independent Contractors

Auditors may be NES employees or independent contractors engaged by NES. Nothing in these Terms creates an employment, partnership, joint-venture, or agency relationship between NES and any independent contractor, or between a Client and any Auditor. Each independent contractor's relationship with NES is governed by that contractor's separate agreement with NES, which controls over these Terms for that relationship. Auditors have no authority to bind NES or a Client to any contract.

Job Applicants

If you apply for a position through the NES website, the information you submit is handled as described in the Privacy Policy. Submitting an application, résumé, or electronic signature through the Services does not create an offer of employment or engagement or any contract unless NES confirms one in writing.

Copyright Complaints

If you believe content available through the Services infringes your copyright, send a notice to support@evermoreaudits.com identifying the work, the material you believe infringes it, where it appears, your contact information, and a statement that you have a good-faith belief the use is not authorized. NES will review and respond to valid notices.

No Third-Party Beneficiaries & Notices

These Terms are for the benefit of NES, Clients, and Users only and do not create rights for any other person, including customers or patrons of a Client. NES may give notice to you by email to the address associated with your account or by notice in the portal. Notices to NES must be sent to support@evermoreaudits.com and are effective when received.

Contact & Questions

If you have any questions regarding these Terms of Service, NES policies, data practices, permitted use guidelines, or your contractual relationship with NES, please contact us:

National Evermore Services LLC
Legal & Compliance
Email: support@evermoreaudits.com

Please note that communication with NES does not create any contractual obligations unless expressly confirmed in a signed written agreement. By contacting NES, you acknowledge that correspondence may be recorded, archived, or stored for quality assurance and compliance purposes in accordance with our Privacy Policy.