Evernote Certified Program Participation Agreement

Welcome to the Evernote Certified Program (“Program”) which offers training and resources about the Evernote Service. This Evernote Certified Program Participation Agreement (“Participation Agreement”) is entered into between Evernote Corporation (“Evernote” or “We”) and the individual registering for this Program (“Participant” or “You”), and it sets forth the terms and conditions that govern Your participation in the Program.

Please read this Participation Agreement carefully. Its terms are legally binding. If You select “Agree,” register for any Program course or test, participate in the Program, or otherwise indicate agreement, You are legally attesting that You (i) are at least 18 years of age, and (ii) consent to all the terms and conditions of the Participation Agreement. If You do not wish to be legally bound by this Participation Agreement or do not agree to the terms and conditions, then do not click “Agree,” do not register for any Program course or test, and do not participate in the Program.

Evernote reserves the right, at any time, to amend the Participation Agreement. If Evernote makes any such changes, it will post the modified version of the Participation Agreement on its website and notify You of the changes at Your email address on record. If You choose to continue to participate in the Program, then You agree that You accept all amendments to the Participation Agreement. If You do not agree to the new Participation Agreement (or cannot comply with the provisions), Your participation shall be deemed terminated.

1. Program Overview. Evernote operates a software service that enables users to write, store, organize, search and share text, documents, images and sounds over the Internet, and to sync the same through one or more devices operating Evernote’s software applications (collectively, the “Evernote Service”). The Program provides an opportunity for individuals to receive training and resources about many features of the Evernote Service, and to receive a credential designation from Evernote indicating that the individual has successfully completed relevant trainings. In accordance with this Participation Agreement, You will be provided with access to Evernote’s proprietary training courses, study guides, examinations, and other resources to help You learn more about the Evernote Service. To obtain a specific 1 Program credential, You will need to satisfactorily complete all criteria set forth in the “Program Requirements,” which may be updated from time to time. In addition, Participants must comply with the Program Code of Conduct. Evernote may remove non-compliant Participants from the Program.

2. Additional Terms and Conditions. Our Terms of Service, Privacy Policy, and other terms and conditions applicable to subscribers of the Evernote Service (including Paid Services) which are currently published at the Evernote Legal Information page, including, as applicable, the Trademark Guidelines (the “Trademark Guidelines”) (collectively, the “Standard Terms”), are incorporated and made part of this Participation Agreement. You hereby agree to all applicable Standard Terms. If there is a conflict between this Participation Agreement and the Standard Terms, the Standard Terms will control. You may also be subject to additional terms and conditions that may apply when You use third-party content, third-party services, or third-party software.

3. Credential Certificate, Logo, and Materials. When You register for the Program, you will be provided with Evernote’s proprietary and confidential training courses, study guides, examinations, and other resources to help You learn more about the Evernote Service (“Training Materials”). Your use of the Training Materials must comply with the license in Section 4 below. Upon satisfying the Program Requirements and receiving a credential designation, You may be provided with one or more logo(s) or other trademarks (“Program Trademarks”). Your use of the Program Trademarks must comply with the license in Section 4 below and the Evernote Trademark Guidelines. In addition to the Training Materials and Program Trademarks, You may be provided with other materials, such as software, promotional materials, coupons or discounts for Evernote customers or prospects, and other materials that You can use for promoting the Evernote Service and promoting Yourself as having received a credential pursuant to the Program (the "Promotional Materials"). The Training Materials, Program Trademarks and Promotional Materials may be collectively referred to as the “Documentation.”

4. Limited License to Use the Documentation. As long as you continue to comply with this Participation Agreement (including the Program Requirements and the Code of Conduct), Evernote hereby grants you a personal, limited, revocable, non-exclusive, non-transferable license for the sole and exclusive purpose of promoting the Evernote Service and Your participation in the Program to:

(a) use the Promotional Materials worldwide, except for in the People's Republic of China, excluding the Hong Kong Special Administrative Region, the Macao 2 Special Administrative Region, and Taiwan (the “Territory”), and distribute the Promotional Materials in the Territory as designated for public distribution by Evernote;

(b) use the Program Trademarks in the Territory in accordance with this Participation Agreement and subject to Evernote's Trademark Guidelines and the examples on the Program Requirements webpage; and

(c) use the Training Materials solely for Your own educational purposes in the Territory, but not for any other purpose.

RESTRICTIONS

Notwithstanding the above, Your use of the Documentation is restricted as follows. You are prohibited from reselling, modifying or exploiting the Documentation in any way that infringes upon the intellectual property rights of Evernote, or which violates the Program Requirements, this Participation Agreement or applicable law. You are further prohibited from exerting any ownership or other intellectual property claims with regard to the Documentation, and You agree not to register with the US Patent and Trademark Office (or other such authority) any other confusingly similar marks or logos.

5. Term and Termination. This Participation Agreement will continue in full force and effect until terminated.

5.1 You may terminate the Participation Agreement at any time and for any reason by: (a) notifying us in writing at community@evernote.com; (b) removing all references to any Evernote Trademark and Your participation in the Program on any website, social media site, or other publicly available advertising or other media; (c) ceasing use of all Evernote Materials; and (d) discontinuing Your participation in the Program.

5.2 Evernote may terminate or suspend You from the Program at any time and for any reason or no reason, with or without notice, and without any liability for damages, including in the following scenarios: (a) if Evernote determines You are no longer eligible for the Program; (b) if Evernote discontinues all or part of the Program; (c) if Evernote reasonably believes that You have violated this Participation Agreement; or (d) if Evernote reasonably believes that You have created any risks to Evernote, Evernote’s customers, or any other person.

5.3 Upon termination of the Participation Agreement, all rights and licenses granted thereunder shall immediately terminate. You will also immediately remove all Program Trademarks and Evernote Trademarks from any publicly available websites, social media, or other materials. Notwithstanding the termination or expiration of this Participation Agreement, the obligations and rights under Sections 4, 5.3, 7-8, 10-16 of 3 this Participation Agreement, and any other provisions necessary to interpret and give effect to the intent of the Participation Agreement, shall survive and continue in effect.

6. No Expansion of Obligations. You acknowledge that Evernote’s obligations to its customers and users are set forth in Evernote’s Standard Terms. You are not allowed to make any representation, warranty or promise for or on behalf of Evernote, or otherwise obligate Evernote in any manner (contractually or otherwise), to any of Your clients or any other person. You will be legally responsible for any person acting for You or on Your behalf.

7. Participant’s Legal Compliance Obligations. You agree to comply with all applicable federal, state and local laws and regulations in the conduct of Your consulting and other activities relating to the Program, especially including all consumer protection and advertising disclosure rules such as those promulgated by the US Federal Trade Commission.

8. Evernote Properties. Except for the limited license rights specifically granted to You in this Participation Agreement, all rights, title and interests, including, without limitation, intellectual property rights, in and to the Evernote Service, all related software applications and those trademarks and service marks owned or licensed by Evernote, including, without limitation, EVERNOTE, the ELEPHANT HEAD logo, the Program Trademarks, and those trademarks and service marks that are identified at Evernote’s website, currently at www.evernote.com/trademark (the “Evernote Trademarks” and, collectively with the Documentation, the Evernote Service and software applications, the “Evernote Properties”), are retained by Evernote and/or Evernote’s licensors, according to their respective rights therein. The Evernote Properties are protected by copyright, trademark and other intellectual property laws and treaties within and beyond the Territory. You acknowledge and agree that this Participation Agreement in no way shall be construed to provide any express or implied license to use or otherwise exploit any of the Evernote Properties, except as specifically set forth herein. Nothing in this Participation Agreement, Your participation in any Programs, or otherwise shall constitute any grant of any vested, proprietary or other right in Evernote Trademarks or in "goodwill" thereunder. You acknowledge that the development of the Evernote Service is ongoing and that You and Evernote’s customers benefit from the improvements resulting from such ongoing development. In order to facilitate such ongoing development, You may provide certain solicited or unsolicited feedback or other information to Evernote and its personnel regarding the use, functionality and improvement of the Evernote Service (the “Contributed Ideas”), including without limitation ideas, templates, improvements, and suggestions, and You hereby grant 4 Evernote an irrevocable, perpetual, non-exclusive, worldwide, transferable, sub-licensable, royalty-free, fully paid up right and license to disclose, use and incorporate the Contributed Ideas in order to develop, improve, use, create, commercialize, or exploit any Evernote products or services, without any additional compensation to You and without any obligation to provide any accounting or other reporting to You.

9. License to Use Your Trademarks and Rights to Your Feedback. You hereby grant Evernote a personal, limited, non-exclusive, non-transferable license to use and copy Your trademarks solely in connection with the identification and marketing of Your services under the Program. Except for this limited license, all rights, title and interests, including, without limitation, all goodwill, in and to Your trademarks are retained by You. If You are a copyright holder and You have reason to believe that Your copyright has been infringed upon, please review our IP Compliance Program. If You send Evernote any feedback, ideas, or suggestions regarding the Program, the Evernote Service, Evernote’s products, Evernote’s Forum, or any aspect of the Documentation, (“Feedback”), such Feedback will be the exclusive property of Evernote, and Evernote may use it for any purpose. To the extent You own any rights in the Feedback, You agree to assign and hereby do assign to Evernote all right, title and interest in and to the Feedback, and You acknowledge and agree that Evernote is under no obligation to compensate or credit You for such assignment. You agree to perform all acts reasonably requested by Evernote to perfect and enforce such rights; provided, however, that Evernote will reimburse You for direct out-of-pocket costs incurred in complying with our requests.

10. Relationship of the Parties. You acknowledge that nothing herein shall be construed as creating a partnership, agency, any form of joint enterprise, or any form of employment relationship based on this Participant Agreement. Your participation in the Program, or Your use, display, or promotion of the Program Trademarks does not establish an affiliation between You and Evernote or represent any endorsement or recommendation by Evernote. You have no authority, legal or otherwise, to bind Evernote or to assume or create any obligation or responsibility, express or implied, written or oral, on behalf of Evernote or in Evernote's name. You are solely responsible for payment of any income taxes, social security taxes, unemployment or disability insurance charges or similar items in connection with Your performance of any consulting services for Your clients and that You receive while being a Program participant. Except as may be expressly agreed by You and Evernote pursuant to any additional signed contractual agreement, You acknowledge and agree that Evernote 5 shall not have any obligation to You for compensation or expense reimbursements on account of this Participation Agreement or Your actions and participation in the Program.

11. Confidential Information. You agree that all information, whether or not in writing, that is of a private, secret or confidential nature concerning Evernote’s business, business relationships or financial affairs, including, without limitation, confidential plans for the Evernote Service, the Program, or any other inventions or trade secrets (collectively, “Confidential Information”) is and shall be Evernote’s exclusive property. You will not disclose any Confidential Information to any person or entity or use the same for any purpose without written approval by an officer of Evernote, either during or after the term of this Participation Agreement. If You become legally compelled to disclose any Confidential Information, You will provide Evernote with advance written notice and any other information reasonably necessary to inform Evernote of such action (unless legally prohibited from doing so), so that Evernote may seek a protective order or other appropriate remedy to protect its interest in the Confidential Information; and, in the event of any required disclosure, You shall furnish only that portion of the Confidential Information that You are legally required to disclose, and only for such particular legal proceeding.

12. Indemnification. You shall indemnify and hold harmless Evernote, its affiliates and its and their respective directors, officers, employees and shareholders ("Indemnitees") from and against any and all loss, damage, injury, liability, claims, costs and expenses arising from or relating to (i) any act or omission by You in the performance of Your services, including without limitation any personal injury, death or damage to personal property, and (ii) any breach of these Program Terms, including any applicable addenda, attachments or other between You and Evernote. Such indemnity shall apply regardless of whether liability without fault is imposed or sought to be imposed on one or more of the Indemnitees, except to the extent such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the Indemnitee and is not contributed to by any act of, or by any omission to perform some duty imposed by law or contract on, You.

13. Disclaimer; Liability Limitation.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVERNOTE HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE PROGRAM, EVERNOTE SERVICES, DOCUMENTATION (INCLUDING PROGRAM TRADEMARKS, TRAINING MATERIALS AND PROMOTIONAL MATERIALS) AND OTHER EVERNOTE PROPERTIES, EXPRESS OR IMPLIED, INCLUDING ANY 6 IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, EVERNOTE DOES NOT WARRANT THAT THE PROGRAM, THE EVERNOTE SERVICES, DOCUMENTATION (INCLUDING PROGRAM TRADEMARKS, TRAINING MATERIALS AND PROMOTIONAL MATERIALS) AND OTHER EVERNOTE PROPERTIES OR ANY ASPECT THEREOF WILL MEET ALL OF YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE EVERNOTE SERVICES OR THE PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE. NEITHER EVERNOTE NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY CAUSE OF ACTION. NOTWITHSTANDING ANY ENTITLEMENT UNDER APPLICABLE LAW, YOU ACKNOWLEDGE THAT YOU HAVE NO EXPECTATION AND HAVE NOT RECEIVED ANY ASSURANCE THAT ANY INVESTMENT IN THE PROGRAMS WILL BE RECOVERED OR RECOUPED OR THAT YOU WILL OBTAIN ANY PROFIT AS A RESULT OF PARTICIPATING IN THE PROGRAMS. WE SHALL NOT BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE PROGRAM, THE EVERNOTE SERVICES, THE DOCUMENTATION (INCLUDING PROGRAM TRADEMARKS, TRAINING MATERIALS AND PROMOTIONAL MATERIALS) AND OTHER EVERNOTE PROPERTIES BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO EVERNOTE OR CONTENT OR PROGRAM ACCESSED THROUGH EVERNOTE. YOUR USE OF THE PROGRAM AND ANY RELATED PRODUCTS OR SERVICES IS AT YOUR OWN RISK. EVERNOTE'S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO $100.

15. Dispute Resolution. If You have any dispute with us, You must first give us an opportunity to resolve the dispute by sending a written description of Your claim to us at legalnotice@evernote.com. We each agree to make a good faith attempt to resolve any dispute or claim arising out of or related to this Participation Agreement, the 7 Program Requirements, and the Code of Conduct through negotiation. Within thirty (30) days after we acknowledge receipt of notice of a dispute or claim from You, we will make a good faith attempt to resolve such dispute or claim without pursuing any formal proceedings. If we are unable to resolve the dispute within ninety (90) days after we acknowledge your notice, then either party may serve a request upon the other party, and such receiving party shall accept such request and agree to submit such dispute to arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The foregoing provisions of this Section shall not preclude either party from seeking a temporary restraining order or other immediate injunctive relief. YOU MAY ONLY BRING CLAIMS AGAINST EVERNOTE ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS EVERNOTE AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR CLAIM WITH ANOTHER PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING AND MAY ONLY AWARD RELIEF IN FAVOR OF YOU OR EVERNOTE; ANY RELIEF AWARDED CANNOT AFFECT OTHER PERSONS IN THE PROGRAM. If any claim proceeds in court rather than through arbitration, we each waive any right to a jury trial. You agree that any material breach of Sections 4, 8 and 11 of this Participation Agreement will result in irreparable harm to Evernote and damages would be an inadequate remedy. Therefore, in addition to its rights and remedies otherwise available at law, Evernote will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Evernote seeks such an injunction.

16. Miscellaneous. This Participation Agreement constitutes the entire agreement between You and Evernote with respect to its subject matter, and supersedes all other proposals, statements and agreements, including any previous agreement relating to the Program. A waiver or consent given by either party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. All notices to Evernote shall be in writing to the attention of General Counsel with a copy to legalnotice@evernote.com. The Participation Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The parties agree that exclusive jurisdiction and venue of any action with respect to the Participation Agreement shall be 8 in a state or federal court located in California, USA, and each of the parties hereby submits to jurisdiction and venue of such courts for the purpose of any such action.

The Evernote Service and Programs are available to users globally. If You are located outside the U.S., You (i) acknowledge and agree that this Participation Agreement is only being offered in English, and that if there is any translation of this Participation Agreement, the English version shall govern; (ii) consent to the transfer, storage and processing of Your information, including any personal information, in and to the United States (“U.S.”) and/or other countries; and (iii) acknowledge and agree that the Evernote Services may be subject to the U.S. export laws and the export or import laws of other countries, and You agree to comply strictly with all such laws and, in particular, shall: (1) obtain any export, reexport, or import authorizations required by U.S. or Your local laws; and (2) You understand that U.S. export control laws prohibit the export of certain technical data and software to certain territories, and that no software available from the Evernote Services may be downloaded or exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.