Part I — Definitions and Scope
As used in this Agreement, the following capitalized terms have the meanings set forth below:
| Term | Definition |
|---|---|
| "Agreement" | This Master Subscription Agreement, together with all Statements of Work, Schedules, and Exhibits executed hereunder. |
| "Authorized Users" | Individuals authorized by Customer to access and use the Services under Customer's account, including employees, contractors, and agents. |
| "Business Hours" | 9:00 AM – 5:00 PM Eastern Time, Monday through Friday, excluding Evolution Global observed holidays. |
| "Claim" | A first-party property and casualty insurance claim submitted through the Services for management, adjustment, or processing. |
| "Appraisal" | A vehicle, property, or content appraisal submitted through the Services, distinct from a Claim as defined herein. |
| "Transaction" | A single Claim or Appraisal processed through the Services in a given billing period. See Section 8 for allocation rules. |
| "Customer Data" | All data, content, and information submitted by Customer or its Authorized Users to the Services, including claim records, policyholder information, documents, photographs, and field notes. |
| "Documentation" | The technical and operational specifications, user guides, and API documentation provided by Evolution Global for the Services. |
| "Effective Date" | The date of execution of the applicable Statement of Work by both parties. |
| "ELIAS AI" | Evolution Global's AI-powered claims intelligence assistant, which uses conversational artificial intelligence to assist licensed adjusters. |
| "FileTrac Evolve" | Evolution Global's cloud-based claims management platform accessible at ftevolve.com, including access to FileTrac Legacy data through the Evolve interface. |
| "iQnect Events" | Evolution Global's virtual events platform, powered by vFairs. iQnect Events ticket purchases and sponsorship agreements are governed by the Evolution Global Terms of Use and applicable Sponsorship Agreements, not this MSA, unless otherwise specified in an SOW. |
| "Incident" | A failure of the Services to perform in material conformance with this Agreement, the applicable SOW, and Documentation. |
| "Initial Term" | The initial subscription period specified in the applicable SOW, typically twelve (12) months from the Effective Date. |
| "Monthly Minimum" | The monthly subscription fee specified in the applicable SOW, constituting prepayment for the upcoming month's service. |
| "Order" | A Statement of Work or other ordering document executed by both parties. |
| "Renewal Term" | Each successive one-year subscription period following the Initial Term, arising from automatic renewal per Section 14. |
| "Resolution" | Evolution Global has either (a) corrected the Incident so that the Services perform in conformance with this Agreement, or (b) determined the reported Incident resulted from an Exception. |
| "Services" | The subscription software and platform services provided by Evolution Global under this Agreement, including FileTrac, FileTrac Evolve, ELIAS AI, AdjusterIQ, and any other Evolution Global products specified in an applicable SOW. |
| "SOW" | A Statement of Work executed by both parties referencing this Agreement, specifying the Services, pricing, and any additional terms applicable to that engagement. |
| "Workaround" | A configuration change, manual procedure, or other measure that restores intended functionality without fully resolving the underlying Incident. |
This Agreement governs Customer's access to and use of all Evolution Global paid subscription services. Each SOW executed by both parties is incorporated into and made a part of this Agreement. The terms of this Agreement apply to all SOWs unless an SOW expressly states its intent to modify a specific provision of this Agreement and identifies that provision by section reference. Capitalized terms not otherwise defined in an SOW have the meanings assigned to them in this Agreement.
This Agreement does not govern use of free or beta services, which are addressed in Section 22, or general website and platform access, which is governed by the Evolution Global Terms of Use available at evolution.global/legal/termsofuse.
Part II — Services and Access
Subject to the terms of this Agreement and Customer's timely payment of all fees, Evolution Global grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term solely for Customer's internal business purposes in connection with insurance claims management and related activities. This right extends to Authorized Users identified by Customer.
Customer is responsible for all activities conducted under its account and for ensuring that all Authorized Users comply with this Agreement and the Evolution Global Terms of Use, Acceptable Use Policy, and any other applicable policies incorporated by reference. Customer shall promptly notify Evolution Global of any suspected unauthorized access to its account.
Customer shall not, and shall ensure that Authorized Users do not:
Customer shall not use unauthorized robotic process automation (RPA), bots, scripts, web scrapers, or similar automated mechanisms to access, extract, or interface with the Services outside of the Evolution Global API, without prior written consent from Evolution Global. Authorized use of the Evolution Global API is subject to Section 7 of this Agreement. ELIAS AI's automated processing tier, as described in the applicable product documentation, does not constitute prohibited automation and is expressly permitted.
Customer shall not use the Services, including ELIAS AI, to manipulate, alter, suppress, or misrepresent claim data in a manner intended to improperly reduce claim values, deceive policyholders, or defraud carriers. This prohibition expressly includes using AI-assisted tools to "scrub" claims data. Any breach of this section is a material breach of this Agreement.
Evolution Global shall: (a) make the Services available to Customer during the Term in accordance with the Documentation and applicable SLA; (b) use commercially reasonable efforts to maintain the security and integrity of the Services; (c) provide support in accordance with Customer's applicable support plan; (d) notify Customer of material changes to the Services with reasonable advance notice; and (e) maintain the audit and data integrity obligations described in Section 11.
ELIAS AI is a tool designed to support the professional judgment of licensed insurance adjusters. It is not a licensed insurance professional, attorney, or financial advisor. No ELIAS AI output constitutes legal, regulatory, coverage, or professional advice. Customer and its Authorized Users are solely responsible for all claim decisions and actions taken in connection with ELIAS AI outputs. Every ELIAS AI recommendation must be reviewed and approved by a licensed adjuster before being applied to any claim record.
ELIAS AI uses Claude (Anthropic) as its primary foundation model, with OpenAI and Google Gemini as backup providers. All three providers operate under enterprise-level zero data retention (ZDR) agreements. Data submitted to the AI layer is processed in memory only and is not retained, stored, or used to train any model after the response is returned. These are contractual obligations binding on each provider.
All ELIAS AI sessions are fully logged within Evolution Global's infrastructure, including session identifiers, timestamps, authenticated user identity, model routing, input hashes, output records, and attribution records (Origin, Executor, Authority). These logs are maintained for the periods described in Section 11 and are used to support SOC 2 and ISO 42001 compliance obligations.
ELIAS AI operates within four defined autonomy levels: Manual, Instructed, Delegated, and Automated. Customer's organization configures the applicable autonomy level. ELIAS AI operates within the boundaries Customer sets and does not act outside those boundaries. See the ELIAS AI product documentation for full autonomy level definitions and configuration instructions.
Access to the FileTrac Claim Service API and any other Evolution Global APIs is subject to this Agreement, the Evolution Global Acceptable Use Policy, and the FileTrac API Access Agreement (the "API Agreement"), which is incorporated by reference. API credentials are issued on a per-organization basis and are specific to the Customer account identified in the applicable SOW. API credentials may not be shared across organizations, transferred, or used by third parties outside Customer's organization without Evolution Global's prior written consent.
API access is subject to call volume limits as specified in the applicable SOW or API Agreement. Evolution Global reserves the right to throttle, suspend, or terminate API access in the event Customer exceeds defined call limits. Evolution Global will provide reasonable notice before imposing permanent restrictions, except where immediate action is required to protect platform integrity or security. Persistent or willful exceeding of call limits may result in additional fees or termination of API access.
Customer is responsible for maintaining the security of API credentials, including storing credentials securely, rotating keys as required by the API Agreement, and promptly revoking credentials of departed Authorized Users. Customer is liable for all activity conducted using its API credentials. Any suspected compromise of API credentials must be reported to Evolution Global immediately at security@evolution.global.
API usage fees, if applicable, are specified in the applicable SOW. Evolution Global reserves the right to introduce API usage fees upon 120 days' written notice to existing customers, consistent with the rate change provisions of Section 9.3.
Part III — Fees, Billing, and Payment
Each SOW specifies a monthly transaction allocation, which may include Claims, Appraisals, or a combination of both. The following rules govern how transactions are counted and allocated:
Transactions exceeding the monthly allocation are billed at the applicable per-transaction overage rate specified in the SOW and invoiced on the following month's usage invoice. See Section 9.2 for invoicing details.
Customer is solely responsible for selecting and maintaining a subscription tier appropriate for its expected monthly transaction volume. Evolution Global has no obligation to monitor, analyze, or manage Customer's tier selection based on actual or projected usage. Evolution Global will not proactively recommend tier changes, notify Customer of consistent overage patterns, or take any action to adjust Customer's tier. Customer shall review its monthly usage data and manage its tier selection accordingly. Evolution Global has no liability of any kind arising from Customer's failure to select an appropriate tier, including without limitation overages, business interruption, or loss of data access.
The Monthly Minimum specified in each SOW constitutes prepayment for the upcoming month of service. All Monthly Minimums are due and payable in advance of the service period to which they apply.
On the first (1st) day of each calendar month, Customer will receive two separate invoices:
Customer acknowledges and agrees to this dual-invoice structure. Receipt of two invoices on the first of each month is normal and expected. Failure to account for both invoices does not constitute grounds for dispute or non-payment.
Evolution Global may adjust its subscription fees, tier pricing, and per-transaction rates for existing customers upon one hundred twenty (120) days' prior written notice. The new rates will take effect on the date specified in the notice, which shall be no sooner than 120 days from the date of notice. Rate change notices will be delivered via email to the Key Customer Contact identified in the applicable SOW and posted in the customer portal.
Customer's right to terminate in response to a rate change is governed by Section 14. If Customer does not provide written notice of termination within the applicable notice period following a rate change notice, Customer is deemed to have accepted the new rates.
At any time during a Term, Customer may elect to receive the Annual Pricing Discount by prepaying the entire remaining annual period as a lump sum equal to eleven (11) monthly payments of the Monthly Minimum. The Annual Pricing Discount restarts the annual period from the date of payment. The following rules apply:
Customer may change its subscription tier at any time subject to the following:
Monthly Plan Customers
Annual Plan Customers
All fees under this Agreement are processed exclusively through Stripe, Inc. ("Stripe"), Evolution Global's payment processor. Customer shall maintain a valid payment method on file with Stripe at all times. All payments are subject to a 2.5% payment processing convenience fee, which will be included on each invoice. Customer agrees to Stripe's terms of service, available at stripe.com/legal, by using the payment portal.
Evolution Global does not store, process, or have access to Customer's full payment card numbers, bank account numbers, or other sensitive financial instrument data. All payment data is handled exclusively by Stripe, which is certified as a PCI DSS Level 1 Service Provider — the highest level of payment security certification. Stripe's security infrastructure includes end-to-end encryption of all payment data, tokenization of card and account information, multi-layer fraud detection and prevention systems, and independent annual security audits. Evolution Global is not responsible for any payment processing failures, security incidents at Stripe, unauthorized transactions, or any other losses arising from Stripe's processing of Customer payment data. Customer's sole recourse for payment processing issues lies with Stripe and Customer's issuing financial institution.
In the event that a payment processed through Stripe fails or is unable to be completed for any reason — including without limitation credit card decline, insufficient funds, expired card, bank rejection, ACH return, or any other payment method failure — the following process applies:
Customer is responsible for monitoring all system alerts, email notifications, and in-platform messages regarding expiring payment methods, payment failures, and upcoming invoices. Customer's failure to review and act on such notifications does not relieve Customer of its payment obligations or the payment failure fee.
All undisputed invoiced amounts not paid within fifteen (15) days of the invoice date are considered past due. Past due amounts accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. Evolution Global reserves the right to suspend access to the Services upon thirty (30) days' written notice to Customer if any undisputed amount remains past due, without limiting any other remedies available to Evolution Global.
Customer must notify Evolution Global in writing of any disputed invoice amount within fifteen (15) days of the invoice date, specifying the amount disputed and the basis for the dispute. Customer shall pay all undisputed amounts on a timely basis. Evolution Global will not assess late fees or suspend access based solely on a disputed amount while the dispute is pending, provided Customer has paid all undisputed amounts and notified Evolution Global as required herein.
Part IV — Data, Security, and Compliance
As between the parties, Customer owns all Customer Data. Evolution Global processes Customer Data solely as a service provider acting on Customer's behalf to provide the Services. Evolution Global does not sell Customer Data. Customer Data is never used to train, fine-tune, or improve any AI model, including at the foundation model layer, consistent with Evolution Global's zero data retention agreements with its AI providers.
All ELIAS AI interactions are fully logged within Evolution Global's infrastructure for the duration of the subscription term plus three (3) years, to support SOC 2 Type II audit obligations and Ark Alliance Certified Integrity Standard (CIS) requirements. These logs include session identifiers, timestamps, authenticated user identity, model routing information, input hashes, output records, human review actions, and attribution records. Logs are maintained within Evolution Global's secured systems and are not accessible to third parties except as required by law or as authorized by Customer in writing.
Upon receipt of a notice of termination (whether by Customer or by Evolution Global), the following data retention process applies:
Evolution Global has no obligation to retain Customer Data beyond the periods specified above, and Customer acknowledges that failure to submit a timely data request results in permanent deletion.
Evolution Global maintains a comprehensive security program that includes encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256), role-based access controls, multi-factor authentication via AWS Cognito, comprehensive audit logging, annual independent security reviews and penetration testing, and a formal incident response plan. Evolution Global is pursuing SOC 2 Type II certification through Drata, targeted for completion by H2 2026, and maintains ISO 42001 AI governance compliance. See Section 23 for compliance documentation access.
In the event of a confirmed personal data breach, Evolution Global will:
Evolution Global maintains documented change management procedures covering all material changes to infrastructure, software, data processes, and procedures. The change management program includes impact assessment, security review, testing, approval, and rollback capabilities consistent with SOC 2 CC8.1 requirements. Details of the change management program are available to customers upon request through the Trust Center at evolution.global/trust-center.
Evolution Global commits to maintain FileTrac Evolve and associated Services at 99.5% monthly uptime availability, measured as the percentage of total minutes in a calendar month during which the Services are available and operational. The following are excluded from availability calculations:
In the event of an availability failure below 99.5% in a calendar month (excluding the above), Customer's sole remedy is a service credit equal to the prorated Monthly Minimum for the affected days, applied to the following month's invoice. Service credits are not cash refunds and do not apply to usage or overage charges.
Evolution Global's collection, use, and protection of personal information is governed by the Evolution Global Privacy Policy, available at evolution.global/legal/privacy-policy.
For any Customer that processes, or whose end users generate, personal data of individuals located in the EEA, United Kingdom, or Switzerland, the Evolution Global Data Processing Addendum ("DPA"), available at evolution.global/legal/data-processing-addendum, is automatically incorporated into this Agreement without the need for a separate request. If Customer does not process EEA/UK/Swiss personal data, the DPA applies only upon Customer's written request. Customers uncertain whether they process EEA/UK/Swiss personal data should contact compliance@evolution.global.
Evolution Global will provide Customer with at least 30 days' prior written notice of any material changes to sub-processors that process Customer personal data. Notice will be provided via email to the Key Customer Contact and posted in the customer portal. Customer may object within 15 days by written notice to legal@evolution.global. If Evolution Global cannot accommodate the objection, Customer may terminate the affected Service without penalty within 30 days of Evolution Global's response, and Evolution Global will provide a prorated refund of prepaid fees for the unused period.
Evolution Global will make available information reasonably necessary to demonstrate compliance with its data processing obligations, upon written request no more than once per year. Evolution Global's current SOC 2 Type II report (available under NDA through the Trust Center) satisfies Evolution Global's audit obligation under GDPR Article 28(3)(h) for the period covered.
Customer may request a supplementary audit upon reasonable cause, defined as: (a) a confirmed data breach affecting Customer personal data; (b) written notification from a regulatory authority of an investigation specifically involving Evolution Global's processing of Customer data; or (c) material adverse findings in a prior SOC 2 Type II report directly relevant to Customer's data. Customer must provide written evidence supporting the audit request. Any supplementary audit must be conducted upon 30 days' written notice, during business hours, at Customer's expense, without disrupting Evolution Global's operations, by an independent auditor bound by confidentiality obligations, and with scope limited to the specific area of concern identified in the request.
Where Evolution Global transfers personal data from the EEA, UK, or Switzerland to the United States, such transfers are made pursuant to Standard Contractual Clauses (Module 2: Controller to Processor) issued by the European Commission, or other legally recognized transfer mechanisms. Supplementary measures include end-to-end encryption, contractual access restrictions, and ZDR agreements with AI model providers. Transfer Impact Assessments are available upon request through the Trust Center.
Where Customer is subject to CCPA/CPRA, Evolution Global will cooperate within 30 days of a written request to fulfill consumer rights requests, including providing access to relevant personal information, assisting with deletion consistent with Section 11.3 retention limitations, and providing processing activity information necessary for Customer to respond to consumer rights requests. Requests should be directed to compliance@evolution.global.
Customer represents and warrants that it has all necessary rights, consents, and authorizations to submit Customer Data to the Services, including personal information of policyholders, claimants, or third parties, and that Customer's submission and use of such data complies with all applicable privacy and data protection laws.
Part V — Support
Evolution Global provides three support tiers: Basic (included with all subscriptions), Business, and Enterprise. Support tier pricing is specified in the applicable SOW. Response time commitments by incident type are as follows:
| Incident Type | Basic |
|---|---|
| Business Critical (Total failure or Service inaccessible) | Every response within 4 hours |
| Degraded Service (Partial failure; some features unavailable) | Initial response within 12 Business Hours |
| General Issue (Non-critical; how-to; feature requests) | Initial response within 48 Business Hours |
| Feature Guidance (Non-technical feature questions) | Not available |
Evolution Global support is powered by Intercom, including Fin AI — an AI-powered support assistant available 24 hours a day, 7 days a week — for immediate triage, ticket submission, and resolution of common issues. Human support agents are available during Business Hours for escalations requiring live assistance. Phone support is available during Business Hours for Business and Enterprise customers. Support requests may be submitted through:
Business and Enterprise customers have additional access to phone consultations and the dedicated Global Connect Team. Enterprise customers additionally receive priority escalation handling, quarterly support ticket reviews, and quarterly development roadmap meetings, as described in the applicable SOW.
Support does not include: (a) free or beta services; (b) billing questions (direct to accounting@evolution.global); (c) training beyond included hours in the applicable support plan; or (d) custom development work, which is subject to separate SOW terms. Customer's sole remedy for Evolution Global's failure to provide support with reasonable skill and care is re-performance of the applicable support.
Part VI — Term and Termination
Each SOW specifies an Initial Term beginning on the Effective Date of that SOW and continuing for the period stated therein, typically twelve (12) consecutive months. The Initial Term runs for twelve concurrent monthly billing periods.
This Agreement and each SOW automatically renew for successive one (1) year Renewal Terms at the expiration of the then-current Term unless Customer provides written notice of non-renewal. Automatic renewal is the default. The obligation to provide timely non-renewal notice rests entirely with Customer. Evolution Global has no obligation to remind Customer of upcoming renewals, track Customer's renewal dates, or notify Customer of approaching renewal deadlines. Customer is solely responsible for calendar management of its renewal dates.
Regardless of whether Customer has received any reminder, invoice, or communication from Evolution Global, Customer must provide written non-renewal notice no less than ninety (90) days prior to the end of the then-current Term to prevent automatic renewal. If written non-renewal notice is not received by Evolution Global at least 90 days before the expiration of the current Term, the Agreement automatically renews for a full additional one-year Renewal Term, and Customer is bound by all applicable fees for that Renewal Term, including any rate changes of which Customer received 120-day notice during the prior Term.
Written non-renewal notice must be delivered to Evolution Global at legal@evolution.global with the subject line "Notice of Non-Renewal — [Customer Name]." Notice is effective upon Evolution Global's written acknowledgment. Customer bears the burden of confirming receipt. Delivery of notice to any other email address, support portal, or Evolution Global representative does not constitute valid non-renewal notice under this section.
If Evolution Global provides a 120-day rate change notice under Section 9.3 and Customer does not wish to accept the new rates, Customer may terminate this Agreement by providing written notice of termination within sixty (60) days of the rate change notice. Such termination will be effective at the end of the current Term, provided it falls on or after the new rate effective date. If the current Term ends before the new rate effective date, Customer may terminate effective on the last day of the current Term. Customer's failure to provide timely termination notice constitutes acceptance of the new rates.
Either party may terminate this Agreement for material breach upon thirty (30) days' written notice to the breaching party, provided the breach is not cured within the thirty-day notice period. Notwithstanding the foregoing, Evolution Global may terminate immediately and without notice in the event of: (a) Customer's breach of Section 4.3 (data integrity prohibition); (b) Customer's non-payment continuing for more than thirty days after Evolution Global's written notice; (c) Customer's insolvency, bankruptcy, or assignment for the benefit of creditors; or (d) any use of the Services that poses an immediate security risk to Evolution Global's infrastructure or other customers.
Upon termination or expiration of this Agreement: (a) all licenses granted hereunder immediately terminate; (b) Customer's access to the Services is suspended; (c) Customer remains liable for all fees accrued through the termination effective date; (d) the data retention provisions of Section 11.3 apply; and (e) the following sections survive termination: Sections 1, 8.4, 10, 11, 15, 16, 17, 18, 19, and 21 through 24.
Part VII — Third-Party Integrations
Access to the XactAnalysis integration (the "Verisk Integration") is provided by Evolution Global subject to an Integration Agreement between Evolution Global and Xactware Solutions, Inc. (a Verisk company) ("Verisk"). The Verisk Integration is available exclusively to customers who are "Mutual Customers" as defined in the Verisk Integration Agreement — meaning customers who have both (a) an active subscription with Evolution Global and (b) a separate, independently executed agreement with Verisk/Xactware for access to the applicable Licensor Products, including XactAnalysis and/or Xactimate.
Customer is solely responsible for obtaining and maintaining its own valid agreement with Verisk for access to XactAnalysis and related Licensor Products. Evolution Global cannot provide, facilitate, or act as an intermediary for Customer's relationship with Verisk. Customer's failure to maintain a valid Verisk agreement will result in suspension of the Verisk Integration for Customer's account. Evolution Global has no liability for any impact on Customer's operations arising from suspension of the Verisk Integration due to Customer's failure to maintain its Verisk agreement.
All data received through the Verisk Integration ("Verisk Customer Data") is subject to the restrictions imposed by the Verisk Integration Agreement and Customer's agreement with Verisk. Evolution Global's obligations with respect to Verisk Customer Data cannot exceed the rights granted to Evolution Global by Verisk under the Integration Agreement. Customer shall use Verisk Customer Data only to the extent permitted by Customer's agreement with Verisk and shall not use, copy, disclose, or transmit Verisk Customer Data outside the scope of those agreements. Any breach of this section by Customer is a material breach of this Agreement.
The Verisk Integration fees specified in the applicable SOW include a component paid by Evolution Global to Verisk as a royalty on transactions processed through the integration. Evolution Global does not separately disclose the specific royalty structure, which is confidential. Customer acknowledges that the Verisk Integration pricing reflects Evolution Global's cost obligations to Verisk and agrees that Evolution Global may adjust Verisk Integration pricing upon 120 days' written notice consistent with Section 9.3 of this Agreement.
If the Verisk Integration Agreement is terminated, modified, or suspended by either Verisk or Evolution Global in a manner that affects the availability or functionality of the Verisk Integration, Evolution Global will provide Customer with reasonable advance notice where practicable. Evolution Global is not liable for any loss, disruption, or damages arising from the modification or termination of the Verisk Integration Agreement, provided Evolution Global has provided reasonable notice. Customer's sole remedy is termination of the integration feature; no refund of fees attributable to other Services will be issued.
Evolution Global maintains the security program required by the Verisk Integration Agreement, including annual independent security audits, SOC 2 Type II reporting, penetration testing, and information security policies consistent with NIST 800-53 and ISO 27001 standards. Customer agrees to cooperate with any reasonable security audit requests made by Evolution Global in connection with its obligations to Verisk.
The Services integrate with third-party platforms including Symbility, HOVER, and other carrier and industry tools. All third-party integrations are provided subject to the applicable third-party agreements. Evolution Global is not responsible for the availability, performance, or data practices of third-party platforms. Integration pricing and terms are specified in the applicable SOW.
Part VIII — Confidentiality and IP
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation: the terms and pricing in each SOW (which Customer acknowledges are proprietary to Evolution Global and shall not be disclosed to third parties); Customer Data; Evolution Global's technical architecture, product roadmap, and pricing models; and each party's business operations and financial information.
Each Receiving Party shall: (a) protect the Disclosing Party's Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only as necessary to exercise rights or perform obligations under this Agreement; (c) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (d) limit disclosure of Confidential Information to personnel and contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.
Confidentiality obligations do not apply to 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 restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party provides prompt written notice to the Disclosing Party and cooperates in seeking a protective order.
Customer specifically acknowledges that the pricing, tier structure, and commercial terms contained in each SOW are Evolution Global's Confidential Information and constitute proprietary business information. Customer shall not disclose SOW pricing to any third party, including other Evolution Global customers, competitors, or industry participants, without Evolution Global's prior written consent.
As between the parties, Evolution Global retains all right, title, and interest in and to the Services, including all underlying software, algorithms, AI models, documentation, marks, and any improvements, modifications, or derivative works thereof. Customer retains all right, title, and interest in and to Customer Data. No license is granted to either party except as expressly set forth in this Agreement.
Customer grants Evolution Global a limited, non-exclusive license to use Customer Data solely to provide the Services during the Term. Evolution Global does not acquire any rights to Customer Data beyond those necessary to perform its obligations hereunder.
Part IX — Warranties, Liability, and Indemnification
Evolution Global warrants that: (a) it has the legal authority to enter into this Agreement; (b) the Services will perform materially in accordance with the Documentation during the Term; (c) it will maintain commercially reasonable security measures to protect Customer Data; and (d) the Services do not, as delivered, infringe the intellectual property rights of any third party. As Customer's sole and exclusive remedy for breach of warranty (b), Evolution Global will use commercially reasonable efforts to correct any non-conformance. If Evolution Global is unable to do so within a reasonable time, Customer may terminate the affected Service and receive a prorated refund of prepaid Monthly Minimum fees for the unused portion of the current Term.
Customer warrants that: (a) it has the legal authority to enter into this Agreement; (b) it has all necessary rights to submit Customer Data to the Services; (c) Customer's use of the Services will comply with all applicable laws and regulations; and (d) all professional credentials and claim information submitted through the Services are accurate and not fraudulent.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 19.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. EVOLUTION GLOBAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES. EVOLUTION GLOBAL MAKES NO WARRANTY REGARDING ANY ELIAS AI OUTPUT, WHICH IS PROVIDED AS AN INFORMATIONAL TOOL SUBJECT TO MANDATORY HUMAN REVIEW AS DESCRIBED IN SECTION 6.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each party's cumulative and aggregate liability to the other party under or related to this Agreement shall not exceed: (a) the greater of (i) the total fees paid or payable by Customer to Evolution Global during the twelve (12) month period immediately preceding the event giving rise to liability, or (ii) the fees received by Evolution Global in the 180-day period prior to the date that liability first arises for the portion of the Services giving rise to such liability.
The limitations in Sections 20.1 and 20.2 shall not apply to: (a) either party's gross negligence, willful misconduct, or fraud; (b) Customer's breach of Section 4.3 (data integrity prohibition) or Section 17 (confidentiality); (c) Customer's infringement of Evolution Global's intellectual property rights; (d) Customer's indemnification obligations under Section 21; (e) any liability that cannot be limited by applicable law; or (f) any liability arising under applicable data protection law, including GDPR, CCPA/CPRA, or any other privacy regulation that imposes statutory penalties or rights that cannot be excluded or limited by contract.
Customer shall defend, indemnify, and hold harmless Evolution Global, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of this Agreement; (b) Customer's use of the Services in violation of applicable law; (c) any Customer Data submitted to the Services, including claims of infringement or violation of third-party rights; (d) any fraudulent, false, or misleading claim data or professional credentials submitted by Customer or its Authorized Users; or (e) Customer's violation of Section 4.3.
Evolution Global shall defend, indemnify, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any claim that the Services, as delivered by Evolution Global and used in accordance with this Agreement, infringe the intellectual property rights of any third party. Evolution Global's indemnification obligations do not extend to claims arising from: (a) Customer's modification of the Services; (b) use of the Services in combination with third-party products not authorized by Evolution Global; or (c) Customer Data.
The party seeking indemnification shall: (a) promptly notify the indemnifying party in writing of the applicable claim; (b) grant the indemnifying party sole control of the defense and settlement (provided the indemnifying party does not admit liability on behalf of the indemnified party without consent); and (c) cooperate reasonably at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own expense.
Part X — Additional Provisions
Evolution Global may make certain services available free of charge or in beta/pre-commercial release, including AdjusterIQ during its beta period. Free and beta services are provided "as is" without any warranty, SLA commitment, support obligation, or uptime guarantee. Evolution Global reserves the right to modify, suspend, or discontinue free or beta services at any time with or without notice. Free and beta services are not subject to the liability caps, warranty, or indemnification provisions of this Agreement. Customer uses free and beta services at its own risk.
Evolution Global's compliance documentation is available to customers and enterprise prospects through the Evolution Global Trust Center, accessible at evolution.global/trust-center. Access is provided under a mutual non-disclosure agreement through Evolution Global's Drata Trust Center portal. To request access, visit evolution.global/trust-center or contact compliance@evolution.global. Evolution Global will acknowledge access requests within five (5) business days.
Available documentation includes: SOC 2 Type II audit reports (certification targeted H2 2026; interim controls documentation available upon request), ISO 42001 AI governance documentation, security architecture overviews, penetration test summary reports, Data Processing Addendum, and subprocessor list with certification status.
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Texas, United States, without reference to its choice of law principles. Evolution Global, Inc. is a New York corporation operating in and headquartered in Tyler, Texas. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Tyler, Texas (Smith County), and both parties expressly consent to personal jurisdiction and venue in those courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.
Prior to initiating litigation, the parties agree to escalate any dispute to senior management of both parties for good-faith resolution for a period of thirty (30) days following written notice of the dispute. This escalation requirement does not apply to requests for emergency injunctive or other equitable relief.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, war, terrorism, government action, internet or telecommunications failures, or third-party service outages (including AWS infrastructure failures). The affected party shall provide prompt written notice and use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) days, either party may terminate this Agreement without liability upon written notice.
Customer may not assign, transfer, or sublicense this Agreement or any rights hereunder without Evolution Global's prior written consent, which shall not be unreasonably withheld. Evolution Global may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of all or substantially all of Evolution Global's assets, provided Evolution Global provides written notice to Customer. Any assignee of Evolution Global's rights under this Agreement shall assume all data protection and compliance obligations of Evolution Global hereunder, including obligations under applicable data protection law. Any purported assignment in violation of this section is void. This Agreement binds and inures to the benefit of the parties' permitted successors and assigns.
All legal notices under this Agreement shall be in writing and delivered by: (a) email with written acknowledgment of receipt; or (b) overnight courier to the addresses specified in the applicable SOW. Notices to Evolution Global shall be addressed to: Evolution Global, Inc., Attn: Legal, 6713 Old Jacksonville Highway, Suite 103, Tyler, Texas 75703; legal@evolution.global. Notices are effective upon receipt.
Neither party may use the other party's name, logo, or trademarks in any public announcement, press release, marketing material, or customer reference without the other party's prior written consent. Evolution Global may list Customer as a customer in general marketing materials (without disclosing the specific terms of the relationship) unless Customer provides written objection.
This Agreement, together with all SOWs and incorporated policies, constitutes the complete and exclusive agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. In the event of conflict between the terms of this Agreement and an SOW, this Agreement controls unless the SOW expressly identifies and supersedes a specific MSA provision by section reference. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties. If any provision is held invalid or unenforceable, the remainder continues in full force. Evolution Global's failure to enforce any provision does not constitute a waiver. This Agreement may be executed in counterparts, each of which constitutes an original. Electronic signatures are valid and binding. Non-English translations are for convenience only; the English version controls.
| Contact Type | Details |
|---|---|
| Legal & Contract Inquiries | legal@evolution.global |
| Compliance & Security | compliance@evolution.global |
| Billing | accounting@evolution.global |
| Support | support@evolution.global |
| Evolution Global, Inc. 6713 Old Jacksonville Highway, Suite 103 Tyler, Texas 75703 | |
| Phone | +1 888-717-1730 |
| Trust Center | evolution.global/trust-center |
Effective 10/1/2023
This Subscription Agreement (this "Agreement") contains terms and conditions that govern your purchase and use of the Services (as defined below), and is a contract between Evolution Global, Inc., a New York (USA) corporation ("Evolution Global"), and you or the entity or organization that you represent. This Agreement takes effect when you enter into the Statement of Work ("SOW" as defined below) with Evolution Global (the "Effective Date"). Capitalized terms not otherwise defined in this Agreement will have the respective meanings assigned to them in Section 1. Evolution Global may modify this Agreement from time to time, subject to the terms in Section 24.9.
If you are an individual using the Services for your own purposes: (1) all references to "Customer" are to you, and (2) you represent that you are legally permitted and competent to enter into this Agreement.
If you are using the Services on behalf of an entity or organization: (1) all references to "Customer" are to that entity or organization, and (2) you represent that you have the right, power and authority to enter into this Agreement on behalf of Customer.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Services.
"Authorized User" means an individual employee, agent, contractor, or service provider of Customer or a Customer Affiliate who has been supplied user credentials for the Services by Customer (or by Evolution Global at Customer's request), and who is authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
"AUP" means Evolution Global's standard Acceptable Use Policy, currently available at evolution.global/legal/acceptable-use.
"Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services, or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. Account Data is subject to Evolution Global's privacy policy, currently available at evolution.global/legal/privacy-policy.
"Data Processing Addendum" means the Data Processing Addendum at evolution.global/legal/data-processing-addendum or, if the Parties have a separately executed agreement in effect that covers the same subject matter, the separately executed agreement.
"Documentation" means any manuals, instructions, or other documents or materials that Evolution Global provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services.
"RPA" means Robotic Process Automation related to the Customer or any of its affiliates and is strictly prohibited in accordance with Section 3.
"Services" means the software-as-a-service hosted services that are made available by Evolution Global online via the applicable login page (currently ftevolve.com) and other web pages designated by Evolution Global, on a fee-based basis. "Services" does not include (a) any services provided without charge or any alpha, beta or other pre-commercial releases of an Evolution Global product or service; and (b) any tools or other services that Evolution Global makes available pursuant to separate license terms.
Additional defined terms appear throughout this Agreement. For the full definitions table, refer to the executed copy of this Agreement.
Subject to and conditioned on Customer's and its Authorized Users' compliance with the terms and conditions of this Agreement, Evolution Global grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during the Term, solely for use by Authorized Users for Customer's internal use.
Customer has and will retain sole control over the operation, maintenance, and management of its systems, and sole responsibility for all access to and use of the Services by any person through Customer's systems or access credentials. Customer authorizes Evolution Global to use Customer Data and Usage Data to manage Customer's account, provide and improve the Services, and provide insights and reporting. Evolution Global may use aggregated or anonymized Customer Data for any business purpose during or after the term of this Agreement.
Evolution Global will use commercially reasonable efforts to make the Services available at least 99.5% of the time as measured over the course of each calendar year, excluding unavailability as a result of Exceptions (as defined in the Agreement).
In the event of a Service Level Failure, Evolution Global shall issue a credit to Customer in the amount of one (1) month's Monthly Minimum, subject to Customer reporting the failure immediately and requesting the credit in writing within five (5) days. In no event will a Service Level Credit for any Service Period exceed 3 months of the Monthly Minimum. Scheduled downtime will use commercially reasonable efforts to occur between 10:00 p.m. and 3:00 a.m., Eastern Time.
During the Term, Evolution Global will provide support to Authorized Users as described in the Evolution Global Support Plans document at evolution.global/legal/support-terms or in the applicable Statement of Work. Customer's sole and exclusive remedy for any alleged failure by Evolution Global to provide Support with reasonable skill, care and diligence shall be re-performance of the applicable Support.
The Services do not replace the need for Customer to maintain regular data backups or data archives. Further, the Customer shall be responsible to maintain a back-up internet connection (e.g. hotspot) if necessary as a fail-safe in case primary internet is lost. PROVIDER HAS NO OBLIGATION OR LIABILITY FOR (A) ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF CUSTOMER DATA OR (B) FOR LOSS OF INTERNET OR AN OUTAGE.
Evolution Global will employ security measures in accordance with its privacy policy, as amended from time to time, available at evolution.global/legal/privacy-policy. Evolution Global maintains a data breach plan and shall implement the procedures required under such plan on the occurrence of a data breach.
Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) the security and use of Customer's and its Authorized Users' Access Credentials; and (c) all access to and use of the Services directly or indirectly by or through the Customer's systems or its Authorized Users' Access Credentials.
The Parties agree to comply with the Data Processing Addendum, which is incorporated into this Agreement.
Fees are set forth in the applicable Statement of Work. All Monthly Minimums shall be paid in advance. Overages and additional usage charges shall be invoiced on the following monthly invoice. All payments are subject to a 2.5% convenience fee and shall be made electronically through Evolution Global's Stripe payment portal. All returned payments will be subject to an additional $35.00 charge per attempt.
Each SOW automatically renews for successive one (1) year Renewal Terms unless Customer provides written notice of non-renewal no less than ninety (90) days prior to the end of the then-current Term. Evolution Global has no obligation to remind Customer of upcoming renewals. Customer is solely responsible for managing its renewal dates.
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and shall use Confidential Information only as necessary to exercise rights or perform obligations under this Agreement.
Customer shall not, and shall ensure that Authorized Users do not: use the Services for purposes other than legitimate claims management; copy, modify, or reverse engineer the Services; resell or sublicense the Services; or use the Services in violation of any applicable law. Customer shall not use RPA, bots, scrapers, or similar automated mechanisms to access or extract data from the Services outside of the Evolution Global API.
As between the parties, Evolution Global retains all right, title, and interest in and to the Services, including all underlying software, algorithms, documentation, and marks. Customer retains all right, title, and interest in and to Customer Data. No license is granted to either party except as expressly set forth in this Agreement.
Each party represents that it has the legal authority to enter into this Agreement. Evolution Global warrants that the Services will perform materially in accordance with the Documentation during the Term. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
Each party shall comply with all applicable laws, rules, regulations, and orders in connection with its performance under this Agreement, including applicable data protection laws, export control laws, and anti-bribery laws.
Each SOW specifies an Initial Term beginning on the Effective Date and continuing for twelve (12) consecutive months. Either party may terminate this Agreement for material breach upon thirty (30) days' written notice, provided the breach is not cured within the notice period. Evolution Global may terminate immediately upon Customer's material breach of data integrity obligations, non-payment, or insolvency.
Customer shall defend, indemnify, and hold harmless Evolution Global, its affiliates, and their respective employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising out of or related to: Customer's use of the Services; Customer's breach of this Agreement; Customer's violation of any applicable law; or any Customer Data submitted to the Services.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. EACH PARTY'S CUMULATIVE AND AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) FEES RECEIVED IN THE 180-DAY PERIOD PRIOR TO THE DATE LIABILITY FIRST ARISES.
Neither party may use the other party's name, logo, or trademarks in any public announcement, press release, or marketing material without the other party's prior written consent. Evolution Global may list Customer as a customer in general marketing materials unless Customer provides written objection.
All legal notices under this Agreement shall be in writing and delivered by email with written acknowledgment of receipt, or by overnight courier to the addresses specified in the applicable SOW. Notices to Evolution Global shall be addressed to: Evolution Global, Inc., Attn: Legal, 6713 Old Jacksonville Highway, Suite 103, Tyler, Texas 75703; legal@evolution.global.
Evolution Global may make certain services available free of charge or in beta/pre-commercial release. Free and beta services are provided "as is" without any warranty, SLA commitment, or support obligation. Evolution Global reserves the right to modify, suspend, or discontinue free or beta services at any time with or without notice.
Customer may permit its service providers and agents to access the Services on its behalf, provided such access is solely for Customer's benefit and subject to the terms of this Agreement. Customer remains responsible for all activities conducted by such third parties in connection with the Services.
Customer may not assign, transfer, or sublicense this Agreement or any rights hereunder without Evolution Global's prior written consent. Evolution Global may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of all or substantially all of Evolution Global's assets. Any purported assignment in violation of this section is void.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, war, terrorism, government action, internet or telecommunications failures, or third-party service outages.
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of New York, United States, without reference to its choice of law principles. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Suffolk County, New York, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts.
This Agreement, together with all SOWs and incorporated policies, constitutes the complete and exclusive agreement between the parties with respect to its subject matter. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties. If any provision is held invalid or unenforceable, the remainder continues in full force. Evolution Global's failure to enforce any provision does not constitute a waiver. Non-English translations are for convenience only; the English version controls.
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