Effective Date: September 26, 2013 - What’s new »
These “Commercial Terms” apply to our commercial transactions with you, including your purchase of a premium or other paid service from us, your purchase of a product from the Evernote Market (“Market”) or the acquisition or redemption of any Evernote Gift Card, Premium Activation Code or Evernote Points. We refer to any service for which we charge a fee, including Evernote Premium and Evernote Business, as a “Premium Service” and any product we sell in the Market as a “Product.” You should carefully read through these Commercial Terms to understand your rights and responsibilities, as these Commercial Terms constitute a contract between you and Evernote Corporation or its affiliated company or reseller from which you are purchasing the Premium Service or Product, or acquiring or redeeming an Evernote Gift Card or Evernote Points. By purchasing a Premium Service or Product, or obtaining any Evernote Gift Card or Evernote Points, you agree to be legally bound by these Commercial Terms. (Please see our explanation of who you are contracting with in different circumstances in the section below titled “Who Am I Contracting With?”)
We may update these Commercial Terms from time to time. The Commercial Terms published on our site at the time you purchase a new Premium Service or Product, or acquire or redeem any Evernote Gift Card, Premium Activation Code or Evernote Points, will apply to your transaction (a “Commercial Transaction”). Please be sure to review these Commercial Terms before you finalize any Commercial Transaction. If you do not agree to the changed Commercial Terms, you may cancel your Premium Service and/or elect not to enter into the Commercial Transaction. If you do not cancel the Premium Service(s) within thirty days after you have learned of the change, or you proceed with any Commercial Transaction, you will be legally bound by the updated Commercial Terms.
Payment of Fees; Taxes
When you elect to purchase a Premium Service or any Product and enter a form of payment, you are agreeing with us that: (i) you will fulfill your obligation to pay for the Premium Service or Product by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network; and (v) we are authorized to charge you for the Premium Service or Product using the established payment method and the information you provide that is stored in your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable to the Product you are buying. In addition, you agree that you will be responsible for any credit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay on a timely basis.
You agree to pay the charges for the Premium Service or Product in the currency specified by Evernote when you enter into the Commercial Transaction and assume all risks associated with any changing value in the currency compared with other currencies. The specified charge for a Premium Service or Product may include certain taxes and delivery or similar charges applicable to your purchase. If any tax or charge applicable to a purchase is not charged by us, you acknowledge that you are solely responsible for paying the tax or other charge, such as any charge for a cash on delivery (“COD”) purchase, where COD is available.
Our prices for a Premium Service do not include any of the third-party fees you incur in connection with using a Premium Service including, without limitation, fees charged by your Internet access provider, any wireless carrier charges for data services and any other third party applications or services with which you may use the Premium Service; you are responsible for selecting and managing these other services, and paying the fees for such services.
Changes in Fees
We may change the price of any Premium Service or the subscription fee for any Product from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will send advance notice of these changes by email to the address in your account information. These changes would not apply until the expiration of your then current billing cycle, unless otherwise specifically provided in our notice to you, and would become effective the next time you would be charged for that Premium Service or Product. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Premium Service or Product subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current billing cycle. See “Cancellation” below for information on how you must cancel a Premium Service or other Product subscription.
Evernote accepts certain debit and credit cards as well as other forms of cash payment (e.g., Paypal) as payment methods (each, an “Accepted Payment Method”) for Premium Services or Products, subject to the procedures and rules contained in these Commercial Terms. Accepted Payment Methods may vary by country, by Product or Premium Service and may change from time to time. When you purchase with an Accepted Payment Method, the fees for your Premium Service or Product will be billed on the date of your purchase or, for Products that are not delivered or made available on the date of purchase, when your Product is shipped or becomes available to you, as described below. If you purchase a Premium Service or a subscription for a Product that renews automatically, such as monthly or annually, you agree that we may process your Accepted Payment Method on each monthly, annual or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the commencement of your Premium Service or Product subscription, as applicable. In addition, you agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) your submitted payment information. If your Premium Service or Product subscription began on a day not contained in a subsequent month (e.g., your service began on January 30, and there is no February 30), Evernote will process your payment on the last day of such month. (This is what we mean by paying on an autorenewal basis.) See below for information on changing your Accepted Payment Method.
Paying by Invoice
Evernote may, in our sole discretion, agree to permit you to pay for certain Premium Services or Products pursuant to invoices issued by Evernote. Unless otherwise expressly provided in our separate agreement with you, we will issue our invoice on or shortly after the date on which the Premium Service or Product is purchased (and on any monthly, annual or other renewal term as described under “Autorenewal,” above), and the charges are payable upon your receipt of the invoice. All payments of invoiced amounts must be made in the currency specified on the invoice by check, wire or other electronic transfer to a bank and account number designated by Evernote. Any invoice that remains unpaid thirty (30) days after the invoice date is considered delinquent. Any wire transfer fees or other similar fees incurred on account of the payment method selected by you are your responsibility and may not be deducted from the amount due Evernote.
Gift Cards and Premium Activation Codes
Evernote may from time to time make available, directly or through a third party, Gift Cards and Premium Activation Codes that are redeemable for a specified Premium Service for a fixed period of time (individually, a “Premium Code” and collectively, “Premium Codes”). The period of time for which you have purchased the Premium Service using the Premium Code or Evernote Points, as described below, is the “Promotional Period”). A Premium Code has no cash value, is non-transferable and may specify an expiration date, after which the Premium Code is void. Evernote is under no obligation to accept an expired Premium Code. At the conclusion of the Promotional Period, you will be required to pay the then-applicable charges for the Premium Service in order to continue using the Premium Service. If your Evernote account is already Premium at the time you request Evernote to redeem a Premium Code for a Premium Service, Evernote will credit your Evernote account with Evernote Points, which, as described below, can be used to extend your Premium Service by the Promotional Period or can be used for other eligible rewards, purchases or payments.
Evernote has no obligation to you with respect to any third party product or service with which any Points or a Premium Code was provided. Unless you have a separate contract with Evernote permitting you to distribute Points or Premium Codes, you are prohibited from selling or otherwise distributing or transferring Points or Premium Codes. Evernote reserves the right to invalidate any Points or Premium Codes that have been improperly issued or distributed, and we do not owe you any compensation with respect to any Points or Premium Codes you obtained from a third party that was acting improperly.
Evernote may from time to time make available, directly or through a third party, Evernote Points. Evernote Points provide our users enhanced flexibility to customize their Evernote experience. Evernote Points may be applied as payment for all or part of the cost of a certain product, service and/or special feature or promotional item offered by Evernote and indicated as being available for purchase with Evernote Points (a “Points Purchase”). Evernote Points may also be used as tokens or credits in connection with an eligible promotional event or campaign, subject to the applicable terms therefor (a “Points Swap” and, together with a Points Purchase, the “Points Transactions”). The number of Evernote Points required to consummate Points Transactions shall be determined by Evernote, in its sole discretion, and may change from time to time, without advance notice. The terms and conditions for consummating any Points Transactions are set forth here and may be amended in connection with any particular items available for a Points Purchase or any Points Swap event. Evernote Points awarded to your account may only be redeemed for Points Transactions through your account, and Evernote Points associated with multiple accounts cannot be combined for any Points Transaction, even if those accounts belong to or are controlled by you. You may review the number of Evernote Points in your account by visiting the Evernote Points page under your Account Settings at the Evernote web site.
Evernote Points may be issued to you in exchange for a Premium Code, with the number of Evernote Points exchanged being equivalent in redemption value to the value of the Premium Code. (For example, if you have a Premium Code redeemable for twelve months of a Premium Service, you may receive in exchange a number of Evernote Points that you may elect to use to obtain twelve months of such Premium Service.) Please review our Knowledge Base article entitled “How do I earn and use Evernote Points?” for an explanation of the alternative ways you may earn and use Evernote Points. You may apply Evernote Points towards the Evernote Premium Service for which a Premium Code was intended or apply your Evernote Points toward one or more other valuable products, services or features. Evernote Points have no cash value, cannot be tendered for any cash amount, are non-transferable and may specify an expiration date, after which such Evernote Points are void (but they will not expire prior to the expiration of the Premium Code or other item for which they were exchanged). Evernote is under no obligation to accept any expired Evernote Points.
If you elect to apply your Evernote Points towards the payment of fees for a Premium Service, you will be required to pay the then-applicable charges for the Premium Service at the conclusion of the Promotional Period in order to continue using the Premium Service. If you are paying for a Premium Service or other subscription at the time you request Evernote to apply Evernote Points for payment of the subscription fees, we will apply your Evernote Points in alternative ways, depending on your method of payment for the current subscription. Please review our Knowledge Base article entitled “How do I earn and use Evernote Points?” for an explanation of the alternative ways Evernote Points are redeemed for an existing Premium Service.
If any items you obtain in a Points Purchase are returned to Evernote and a refund is available according to the terms of sale, the Evernote Points used as payment for that Points Purchase are returned to your account, subject to any expiration or other applicable terms and conditions associated with the Points Purchase. In no event shall Evernote provide you with any monetary refund for the portion of a purchase paid with Evernote Points. When Evernote Points associated with your account are used in a Points Transaction, you will be deemed by Evernote to have caused that Points Transaction, inasmuch as the username and password for that account are required in order to consummate the Points Transaction. Accordingly, Evernote will not reinstate any Evernote Points once they have been applied, and Evernote shall not have any liability for such use, even where you claim such use was unauthorized.
Evernote does not authorize the use of Evernote Points to obtain any product, service or other items from any party other than Evernote, and Evernote shall not provide any third party any compensation or items of value on account of any Evernote Points you may provide to such third party. Evernote reserves the right, from time to time, to impose limitations on the use of Evernote Points including, without limitation, the maximum number of Evernote Points used in Points Transactions in any period of time and the maximum number of Evernote Points that may be accumulated in your Evernote account.
Evernote reserves the right to carry out the following actions without notice if we determine that any Evernote Points used in a Points Transaction were fraudulently obtained or invalid: (i) setoff the value of all goods, products or services obtained in such Points Transaction against any amounts payable by Evernote to you; (ii) bill to a credit card account registered to your account or invoice you the value of all goods, products or services obtained in such Points Transaction; and/or (iii) pursue any other method of recovery permissible under law. If you receive an invoice for payment from Evernote on account of the use of any invalid Evernote Points, you agree to pay the required amount promptly within 30 days of receiving such invoice. If your Evernote account is closed or terminated, you shall lose all rights relating to the Evernote Points attributed to your account, and you forfeit and waive the right to demand any compensation from Evernote relating to such termination.
The Evernote Market
The Evernote Market is a collection of curated Products that satisfy our demand for ease and efficiency. Whether they make us better at what we do or let us simply do more, these are the things we’d hate to live without. We are providing registered users of the Evernote Service the opportunity to purchase these Products. We’ve worked to describe these Products in the Market as accurately as possible, but we realize that, on occasion, Product pictures or descriptions may not be perfect. Accordingly, Evernote cannot assure you that the Product images and descriptions are 100% accurate, complete, current or error-free. More specifically, the Products are provided on an “as-is” basis without warranties of any kind, either express or implied, including without limitation implied warranties of merchantability or fitness for a particular purpose; we do not assure you any terms or conditions other than those expressly provided in these Commercial Terms. Also, please note that not all products are available in all geographic locations.
We will do our best to ensure that you are satisfied with the Products you purchase so, if you feel that a Product shown in the Market is not accurately described, and you want to obtain a refund or exchange, please contact our Customer Support team within 30 days of your receipt of the item for assistance; otherwise, you will be considered to have accepted the Product.
We also work closely with carriers to make sure the Products you order arrive safely. If you receive a Product and feel it is damaged or not operating properly, please contact the shipper responsible for delivering your purchase; you may also wish to contact our Customer Support team to report the problem. Please be aware that all purchases are subject to Evernote’s Return Policy .
When you place a Product order, Evernote will provide you with a confirmation of your order via email to the email address associated with your Evernote Service account. This does not mean that your order has been accepted or shipped, however. As part of our shipping procedures, we verify the availability of an item before we accept your order. If the item is no longer available, or if we determine that there were inaccuracies in our Product information, including incorrect pricing or availability information, we will cancel your order and notify you of such cancellation via email. We will not charge your Accepted Payment Method until after your order has entered the shipping process or, in the case of a Premium Service or digital Products, until we make the purchased item available to you.
Products you purchase requiring delivery will ship as they become available. Evernote charges reasonable fees that are intended to cover our costs of delivering your purchase to you. While we try to ensure that only the most reliable delivery services are used, the actual delivery of your order can be impacted by many events beyond our control once your purchase leaves our facilities, so we cannot be held liable for late deliveries and, unless otherwise specifically provided in these Terms, the risk of loss for and title to Products purchased from the Market passes to you when we deliver the Products to the carrier. We will generally provide you information so that you can track your package, and we will work with you to ensure a smooth delivery.
Please note that Products are subject to the customs and export control laws of the United States and may be subject to customs laws and regulations of the country in which you reside. By purchasing a Product, you agree to abide by the customs and export control laws applicable to that Product, including but not limited to the U.S. Export Administration Act and the Arms Export Control Act, and you agree that you will not transfer a Product to a foreign national or foreign destination in violation of the law.
Cancellation of a Premium Service or Product Subscription
If you desire to terminate your Evernote Premium account as of the end of the current billing period, you may do so by logging-in to your account through the Evernote website and accessing your “Account Summary” from the Settings page. An Evernote Business account is only terminable according to the terms of your Evernote Business agreement. If you are taking part in any trial period offer that converts into a paid Premium Service upon the expiration of the trial period, you must cancel the Premium Service prior to the end of the trial period in order to avoid incurring the charges for the paid Premium Service. If you are the authorized legal representative for a deceased or legally incapacitated individual or a legal entity that has been formally dissolved or otherwise ceased to be authorized to act for its own account (without opportunity for revival), and you wish to terminate a current Premium Service subscription for such individual or entity, you must notify us according to the preceding paragraph and demonstrate to our satisfaction your legal authority to act and be legally responsible for such individual or entity. Upon demonstrating to our satisfaction your legal right to act for such subscriber, we will terminate the Premium Service as of the end of the current billing period.
Your ability to cancel a subscription for any Product offered by a third party in the Market will be subject to the applicable terms for such Product. If any third party Product may be cancelled prior to the expiration of the subscription period, you will be required to follow the directions provided in order effect such a cancelation. We may cancel any Premium Service or Product subscription you have purchased if you fail to pay the applicable subscription fees in full and in a timely manner according to these Commercial Terms. A failure to pay occurs in any situation where Evernote has not received timely payment, including where any credit card issuer or payor bank refuses to transmit the funds that are then due. We may, in our discretion, elect not to cancel a Premium Service or Product subscription immediately for non-payment, in which case you will continue to be responsible for the fees due for the duration of the applicable subscription. In addition, if you fail to pay for a Premium Service, we may elect to suspend your rights to use that Premium Service or we may change the type of privileges you have to a non-premium version of the service (e.g., changing from Evernote Premium to the free version of the Evernote Service). We will endeavor to provide you notice promptly after any failure to make a payment in full and on time, but we are not obligated to do so.
Changes to Your Payment Methods and Account Information
You are responsible for ensuring that all of your account information, including your email address and all payment information (address, debit or credit card number and expiration date), is accurate and up to date at all times. You may change this information at any time. If you’re an Evernote Premium user, you may log-in to your account through the Evernote website, access your “Account Summary” from the Settings page and make the changes. Administrators of an Evernote Business account may log-in to their Evernote Business Administrator Account to access and change the billing information. If your credit card expires or the information is otherwise invalid, or you make changes to your billing account too close in time to when we charge for any Premium Service or Product subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this and we will bill the current charges to the card we had on record; the continuation of your Premium Service or Product subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card.
Costs of Collection; Credit Card Chargebacks
In addition to the published fees for a Premium Service or the price for a Product in the Market, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs. Delinquent payments will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full.
If you purchase a Premium Service or Product with a credit card and then subsequently request your credit card issuer to reverse that payment, Evernote is charged a fee that may be a significant multiple of the amount we initially received. Accordingly, in order to enable you to pay relatively minor fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to add additional Content to your Evernote Service account until such time as you reimburse us the amount of the fee we were charged by the card issuer and/or return the Product.
Who Am I Contracting With?
As we describe in our Terms of Service, you will be entering into a contract with one of several Evernote affiliated companies when you subscribe for our Service, based upon your geographical location. Those provisions regarding contracting parties and governing law continue to apply to our contracts for the Evernote Service and if you acquire or redeem an Evernote Gift Card or Evernote Points (including any Points Transactions). However, with the launch of the Evernote Market, we need to inform you that any purchase from the Market of any Product other than a Premium Service will be deemed to be a purchase from Evernote Corporation, a corporation headquartered in California in the United States, unless the Evernote Market page where you complete your order informs you that you are purchasing from a third-party reseller. Please note that all of the provisions of the Terms of Service continue to apply to a contract to purchase Products or services in the Market.
If you are informed that you are purchasing from a reseller, your contract is with that named reseller and subject to the commercial terms provided by that reseller. Please be assured that such reseller has entered into a contract with Evernote providing detailed requirements for their participation in the Evernote Market. We may from time to time engage in one or more of such reseller arrangements, and you can learn more about them in our Evernote Market FAQ . This contractual arrangement was necessary as we launched the Evernote Market but it may evolve over time.