Terms of Service
EVENTUAL
TERMS OF SERVICE
Last Updated: February 5, 2025
Please read these Terms of Service (the “Terms”) and our Privacy Notice (ww.eventualclimate.com/privacy) (“Privacy Notice”) carefully because they govern your use of the website located at https://www.eventualclimate.com/ (the “Site”) and services accessible via the Site offered by Eventual Services LLC (“Eventual”, “we”, “our”). To make these Terms easier to read, the Site and our services are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND EVENTUAL THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 11 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
1. About the Services.
a. Generally. Our Services contain technology designed to predict multi-year increases in the cost of insuring real estate (such function of the Services, the “Premium Prediction Service”) and may help real estate owners assess the risk of future cash flow volatility due to unexpected increases in the cost of insuring real estate, including by calculating the likelihood that the cost of insuring a specific property exceeds a predetermined amount (the “Guarantee Threshold”) after renewal of a third-party insurance policy during the Term. If Eventual determines that you are eligible to use the Services, Eventual will ask you to sign up as a registered user (a “Member”). To sign up as a Member, you must create an account (“Member Account”) by submitting your email address and creating a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your Member Account and password and for restricting access to any device used to access your Member Account, and for any activity taking place on or through your Member Account.
b. Address Eligibility. You may only purchase the Premium Prediction Service once at any Service Property, where “Service Property” means, as determined at Eventual’s discretion: (a) a unique unit within a multi-unit property, (b) a unique standalone structure on a parcel or (c) a unique property. Any additional purchases of the Premium Prediction Service for a Service Property will be terminated. If such a determination is made within 5 business days of origination, all fees will be returned, less any transaction fees. If such a determination is made more than 5 business days after origination, such One-Time Payment (as defined below) will not be returned and these Terms shall be terminated.
2. Your Obligations, General Prohibitions and Eventual’s Enforcement Rights.
a. Your Obligations.
i. Documentation. You agree to promptly provide any documentation that Eventual requests in connection with your Underlying Insurance Policy, which is available in your Subscription confirmation email and in your dashboard at eventualclimate.com/dashboard, or your use of the Services, including without limitation documentation confirming the purchase of the Underlying Insurance Policy and all related terms and/or endorsements. You shall cooperate with Eventual, including signing any documents and responding to any reasonable requests for additional information or documentation that Eventual or its designees may require or request in connection with the Service and/or any potential or actual Warranty Payments. Eventual may terminate the Services or Guarantee Terms at any time, including denial of Warranty Payments, if Eventual determines that the information you provide Eventual is insufficient, incomplete, or inaccurate.
ii. You Must Maintain Your Underlying Insurance Policy. As between you and Eventual, it is solely your responsibility to maintain your Underlying Insurance Contract, including without limitation paying any required premium payments to your third-party insurance carrier. Eventual does not make payments of any kind to any carrier. If your carrier terminates your Underlying Insurance Policy for any reason, including for failing to pay premium, you must immediately find and bind comparable coverage to maintain the Premium Prediction Service.
b. Prohibitions. In addition to the eligibility requirements provided in Sections 1 and 2 above, you agree not to do any of the following, and you acknowledge and agree that Eventual may terminate this Agreement immediately, if you:
i. Use the Premium Prediction Service in a manner that violates any applicable law or regulation;
ii. Misrepresent any facts or commit fraud or any other dishonest or deceptive act in connection with your purchase of the Premium Prediction Service and Guarantee;
iii. Use, display, mirror or frame the Services or any individual element within the Services, Eventual’s name, any Eventual trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Eventual’s express written consent;
iv. Access, tamper with, or use non-public areas of the Services, Eventual’s computer systems, or the technical delivery systems of Eventual’s providers;
v. Attempt to probe, scan or test the vulnerability of any Eventual system or network or breach any security or authentication measures;
vi. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Eventual or any of Eventual’s providers or any other third party (including another user) to protect the Services;
vii. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Eventual or other generally available third-party web browsers;
viii. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
ix. Use any meta tags or other hidden text or metadata utilizing an Eventual trademark, logo URL or product name without Eventual’s express written consent;
x. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
xi. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
xii. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
xiii. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
xiv. Impersonate or misrepresent your affiliation with any person or entity; or
xv. Encourage or enable any other individual to do any of the foregoing.
Eventual is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
3. Term and Termination of Premium Prediction Service and Premium Lock Guarantee
a. Eventual requires that the One-Time Fee be paid within 5 business days of subscribing to the Premium Prediction Service. If not paid within 5 business days, the Premium Prediction Service shall be terminated. On an ongoing basis, the Subscription Fee must be paid within ten (10) business days of the Recurring Charge Date. Eventual may notify you of required payment. Failure to satisfy required payment deadlines shall result in termination this agreement with no refund of previously paid fees. Future fees owed shall be terminated.
b. Eventual may terminate this agreement in each the following instances:
i. The Service Property ownership is transferred in an arms-length transaction;
ii. You decrease your insurance deductible;
iii. You add endorsements to your Underlying Insurance Contract;
iv. You increase the limits of your Underlying Insurance Contract;
v. You decide to terminate the Services at any time with thirty (30) day notice to Eventual; or
vi. The Service Property is no longer insured by an admitted lines insurer on an admitted lines policy.
c. The Term shall begin immediately following your subscription to the Premium Prediction Service. The Term shall expire immediately after your Underlying Insurance Policy has renewed the number of times allowed during the applicable Protection Period, in accordance with the quoting page available (i) at www.eventualclimate.com/quoting; (ii) in the subscription confirmation email sent to you by Eventual; or (iii) on your dashboard at www.eventualclimate.com/dashboard.
4. Fees; Purchase Payment Processing. Eventual requires payment of a fee for use of the Services (or certain portions thereof), as described more particularly in the quoting page available at www.eventualclimate.com/quote., and you agree to pay such fees. Certain fees for use of the Services are one-time payments (each, a “One-Time Payment”) and some are recurring or subscription fees (“Subscription”).
a. General. When you make a One-Time Payment or purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
b. Subscriptions. If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE EVENTUAL TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each on the same date of each month thereafter during the Term of your Subscription, using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than forty (40) days before your Subscription term ends, or otherwise in accordance with applicable law, Eventual will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Eventual. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
c. Cancelling One-Time Payment or Subscription. ALL TRANSACTIONS ARE FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR ONE-TIME PAYMENT OR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription term. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to contact@eventualclimate.com or submit a ticket at 35 White St, Floor 6, New York, NY 10013. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.
5. Warranty Payments Process
a. If you are deemed eligible for a Warranty Payment, Eventual will notify you within 60 days after your Expected Renewal Date and request your confirmation of an Exceedance Event.
b. You are deemed eligible for a Warranty Payment if your renewed policy premium exceeds the Guarantee Threshold while you remain in compliance to all other requirements in the Terms (an “Exceedance Event”).
c. If we have not contacted you about your eligibility for a Warranty Payment and you believe you are eligible for a Warranty Payment, please contact Eventual by email at contact@eventualclimate.com.
d. If you are eligible for a Warranty Payment, you will be asked to select one of the payment methods accepted by Eventual (each, a “Warranty Payment Method”). Payment processing of your eligible Warranty Payment will be performed by one of Eventual’s third-party Warranty Payment processors (such processors collectively, the “Warranty Payment Processor”). Your use of the payment processing provided by the Warranty Payment Processor may be subject to additional terms, as provided and as may be modified by the Warranty Payment Processor from time to time (collectively, the “Warranty Payment Processor Agreement”). As a condition of using the Warranty Payment Processor’s payment processing, you must provide accurate and complete information in connection with such payment processing, and you authorize Eventual to share this information with the Warranty Payment Processor and to use your Warranty Payment Method for all amounts that may become owed to you pursuant to the Premium Lock Guarantee.
e. All bank, credit card, debit card or other payment information is sent directly to and stored by the Warranty Payment Processor using its security protocols. Eventual does not store your payment information on its systems and will not have any responsibility for the safety or security of that information. Your use of the Warranty Payment Processor’s payment processing is conditioned upon your compliance with the Warranty Payment Processor Agreement, and if the Warranty Payment Processor Agreement is terminated by the Payment Processor, you may not be able to use such Warranty Payment Processor for your eligible Warranty Payment. We may change or add other Warranty Payment processing services at any time, which may be subject to additional terms or conditions.
f. The timing of your actual receipt of an eligible Warranty Payment will vary based on the Warranty Payment Method you select. Warranty Payments must be collected by you within 180 days of the first notification. Eventual will periodically remind you of any eligible outstanding Warranty Payments that you have not collected. Warranty Payment eligibility using the process set forth above will be voided after 180 days. After 180 days, your Warranty Payment may be declined, and you must contact Eventual by email at contact@eventualclimate.com to inquire about the availability of a Warranty Payment.
g. Warranty Payments sent to an incorrect bank account due to your input errors are not subject to refund.
h. If an Exceedance Event has occurred, the Warranty Payment will then be the difference between the (i) lesser of the (a) renewed policy premium and (b) Comparable Insurance Policy premium and the (ii) Guarantee Threshold, provided that if the lesser of the (a) renewed policy premium and (b) Comparable Insurance Policy premium is below the Guarantee Threshold, no Warranty Payout shall occur.
i. Cumulative Warranty Payments during the Term shall not exceed the Warranty Payments Cap, which is provided within the quoting process at available at (i) www.eventualclimate.com/quoting; (ii) in the subscription confirmation email sent to you by Eventual; and (iii) and on your dashboard after purchasing the Service at www.eventualclimate.com/dashboard.
6. Warranty Disclaimers; Acknowledgments and Agreements by the Customer
a. Warranty Disclaimers. EXCEPT AND UNLESS AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
b. THE SERVICES ARE NOT AN INSURANCE POLICY OR FINANCIAL DERIVATIVE PRODUCT. YOU ACKNOWLEDGE AND AGREE THAT: THESE TERMS ARE NOT INTENDED TO CONSTITUTE AN OFFER TO INSURE, DO NOT CONSTITUTE INSURANCE OR AN INSURANCE CONTRACT, AND DO NOT TAKE THE PLACE OF INSURANCE OBTAINED OR OBTAINABLE BY YOU. THE BENEFITS PROVIDED UNDER THESE TERMS ARE SOLELY AS SET FORTH IN SECTION 1 ABOVE AND SUCH BENEFITS ARE NOT ASSIGNABLE OR TRANSFERABLE BY YOU, INCLUDING WITHOUT LIMITATION ANY TRANSFER OR ASSIGNMENT BY OPERATION OF LAW OR IN CONNECTION WITH YOUR DIVORCE OR DEATH.
7. Modification or Termination of Premium Prediction Service and Guarantee Terms
a. To the fullest extent permissible by applicable law in your jurisdiction, Eventual reserves the right to modify or terminate these terms, at any time, in its sole discretion. If Eventual makes any material modifications to these Terms, we will notify you by posting such modified Terms on this page, and indicate the date these Terms were last revised. We may also provide notice of such changes through the Premium Prediction Service and Premium Lock Guarantee platform, in an email notification to you or through other reasonable means (including where we are legally required to do so). Eventual will continue to process all purchases of the Premium Prediction Service purchased prior to the effective date of such modification in accordance with the prior Terms.
b. If Eventual terminates these Terms, Eventual will provide you with notice by email at least thirty (30) days before such termination and Eventual will continue to process all eligible Warranty Payment requests. To the extent such termination is effective prior to the end of your window of engagement with the service, Eventual will cease charging the Recurring Charge for the remaining future term of the corresponding Premium Prediction Service and Premium Lock Guarantee and you will not be eligible for any further services or Warranty Payments under these Terms.
c. In addition to and without limiting Eventual’s rights set forth above in the immediately preceding paragraph, Eventual reserves the right to modify or terminate these Terms generally or in any jurisdiction, at any time, in its sole discretion, if: If Eventual modifies or terminates these Terms in accordance with the foregoing, Eventual will process all Warranty Payment requests that you submitted prior to or as of the effective date of such modification or termination unless such processing is prohibited by law, regulation, ordinance, order, or decree of any governmental or other authority. To the extent you have not made a request for an eligible Warranty Payment prior to the effective date of modification or termination, or the Premium Prediction Service and Guarantee cannot otherwise be provided or processed as a result of the foregoing, Eventual will cease charging the Recurring Charge for the remaining future Service Term.
8. Indemnity. You will indemnify and hold Eventual and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services and (b) your violation of these Terms.
9. Limitation of Liability.
a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER EVENTUAL NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EVENTUAL OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EVENTUAL’S OBLIGATION TO PAY YOU THE WARRANTY PAYMENT IN ACCORDANCE WITH THE TERMS SET OUT IN THIS AGREEMENT, IN NO EVENT WILL EVENTUAL’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS ACTUAL PAID BY YOU OR ARE PAYABLE BY YOU TO EVENTUAL FOR USE OF THE SERVICES, PROVIDED THAT IN NO EVENT WILL EVENTUAL’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS MADE UNDER OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS $100.00 .
c. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EVENTUAL AND YOU.
10. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 11 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Eventual are not required to arbitrate will be the state and federal courts located in New York, New York and you and Eventual each waive any objection to jurisdiction and venue in such courts.
11. Dispute Resolution.
a. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Eventual agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Eventual are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
b. Exceptions. As limited exceptions to Section 11(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
c. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
d. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
e. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
f. Injunctive and Declaratory Relief. Except as provided in Section 11(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
g. Class Action Waiver. YOU AND EVENTUAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
h. Severability. With the exception of any of the provisions in Section 11(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
12. General Terms.
a. Reservation of Rights. Eventual and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
b. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Eventual and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Eventual and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Eventual’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Eventual may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
c. Notices. Any notices or other communications provided by Eventual under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
d. Waiver of Rights. Eventual’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Eventual. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.