Everscent Membership Terms
Effective September 11, 2026
These Everscent Membership Terms (these “Membership Terms”) are effective as of September 11, 2026 (the “Effective Date”) and govern the Everscent Membership offered by Everscent LLC, a Utah limited liability company (“Everscent”), to the individual who enrolls in the Membership through the Everscent Membership enrollment page (“you” or “your”). These Membership Terms supplement Everscent’s Terms of Service, Privacy Policy, and Shipping Policy posted at everscent.com (collectively, the “Site Terms”). By enrolling in the Membership you agree to be bound by these Membership Terms and the Site Terms.
1. Certain Definitions
Capitalized terms not otherwise defined in these Membership Terms shall have the indicated definitions set forth below.
1.1 “Activation Charge” means the one-time charge for the Membership Activation product, in the amount displayed at checkout, which includes the Smart Diffuser.
1.2 “Completed Recurring Order” means a Recurring Order for which payment has been successfully captured and the order has been tendered for shipment. A Skipped or cancelled Recurring Order is not a Completed Recurring Order. A Recurring Order that is fully refunded or charged back because of a payment dispute is not a Completed Recurring Order; however, a partial credit or a refund issued because of an Everscent-caused error, damaged or defective product, incorrect shipment, or recall does not by itself cause an otherwise qualifying order to cease being a Completed Recurring Order.
1.3 “Early Termination Fee” has the meaning set forth in Section 8.2.
1.4 “Fragrance” means an Everscent fragrance bottle offered for purchase under the Membership, whether a Full-Size Fragrance or a Seasonal Fragrance.
1.5 “Full-Size Fragrance” means a two hundred milliliter (200 mL) Everscent fragrance bottle.
1.6 “Initial Order” means the order placed at enrollment, consisting of the Activation Charge and one (1) Fragrance selected by you, as further described in Section 3.
1.7 “Membership” means the Everscent Membership program described in these Membership Terms.
1.8 “Membership Term” has the meaning set forth in Section 5.1.
1.9 “Limited Warranty” has the meaning set forth in Section 9.1.
1.10 “Recurring Order” means each order for one (1) Fragrance shipped and charged after the Initial Order on the schedule described in Section 4.
1.11 “Seasonal Fragrance” means a one hundred twenty milliliter (120 mL) limited-edition Everscent fragrance bottle offered for a limited period.
1.12 “Skip” means your election, made through your Everscent account, to forgo an upcoming Recurring Order such that the order is neither shipped nor charged.
1.13 “Smart Diffuser” means the Everscent Smart Diffuser device, together with the delivery tube, nozzle, mounting hardware, and power adapter included with it.
1.14 “Subscriber Price” means, with respect to any Fragrance, Everscent’s subscription price for that Fragrance displayed at enrollment or affirmatively selected by you later, subject to any price change made in accordance with Section 4.3. As of the Effective Date, the Subscriber Price is seventy-one dollars and ninety-nine cents ($71.99) for each Full-Size Fragrance and forty-seven dollars and ninety-nine cents ($47.99) for each Seasonal Fragrance.
1.15 “Trial Period” means the period of thirty (30) days beginning on the date the Initial Order is delivered to the shipping address you provided at enrollment.
2. The Membership
2.1 Nature of the Membership. The Membership is a fragrance subscription that includes a Smart Diffuser. By enrolling, you agree to purchase the Initial Order, including one (1) Fragrance, and twenty-six (26) additional Recurring Orders on the schedule and at the prices set forth in these Membership Terms. Full performance therefore includes twenty-seven (27) Fragrance purchases in total. In consideration of that commitment, the Smart Diffuser is included with your Membership for the Activation Charge rather than sold separately at its stand-alone retail price of five hundred ninety-nine dollars ($599.00).
2.2 Eligibility. The Membership is available only to individuals who are at least eighteen (18) years of age, reside in the United States, and provide a valid United States shipping address and payment method. The Membership is for personal, residential use and may not be purchased for resale.
2.3 Relationship to Site Terms. These Membership Terms apply only to purchases made through the Everscent Membership enrollment page. In the event of any conflict between these Membership Terms and the Site Terms with respect to the Membership, these Membership Terms shall control.
3. Initial Order
3.1 Contents and Amount. Your Initial Order consists of (a) the Activation Charge and (b) one (1) Fragrance of your choice at its Subscriber Price. Before you complete checkout, Everscent will display the total amount charged for the Initial Order and the maximum Early Termination Fee. Applicable sales tax is added at checkout. Shipping is included at no additional charge.
3.2 Timing. Your Initial Order is charged to your designated payment method when you complete checkout and ships thereafter in accordance with the Shipping Policy.
4. Recurring Orders; Schedule; Pricing
4.1 Schedule and First Recurring Order Skip. Beginning four (4) weeks after the date of your Initial Order, and every four (4) weeks thereafter, Everscent will schedule one (1) Recurring Order, subject to any timely Skip, rescheduling, or cancellation under Section 6. Because the Trial Period begins on delivery, the first Recurring Order may be scheduled before the Trial Period expires. You may Skip that first Recurring Order through your Everscent account at any time before that Recurring Order is processed on the scheduled charge date shown in your account, including while the Trial Period remains open. A Skip of the first Recurring Order counts as one of the six (6) Skips permitted under Section 6.1(b). If you do not timely Skip or cancel, the first Recurring Order will be charged and scheduled for shipment on the disclosed date. A Fragrance tendered for shipment before cancellation remains subject to Section 7.3 even if you later return the Smart Diffuser during the Trial Period.
4.2 Price. Each Recurring Order is charged at the Subscriber Price most recently disclosed to or affirmatively selected by you for the Fragrance included in that Recurring Order. Any price increase is subject to Section 4.3. Applicable sales tax is added. Shipping is included at no additional charge.
4.3 Price Increases. Everscent will send written notice thirty (30) calendar days before any Subscriber Price increase takes effect. The notice will state the current and new price, effective date, four-week charge frequency, and a direct electronic cancellation link. You may reject the increase and cancel before it takes effect without an Early Termination Fee and without liability for a Recurring Order not tendered to a carrier before cancellation. If notice is delivered late, Everscent will postpone the increase until thirty (30) calendar days after compliant notice. No advance notice is required for a price decrease or for a price change resulting from your affirmative selection of a different product or bottle size.
4.4 Taxes. You are responsible for all sales, use, and similar taxes applicable to your Initial Order and each Recurring Order, which Everscent will collect and remit as required by applicable law.
5. Membership Term; Minimum Purchase Obligation
5.1 Membership Term. The Membership Term begins on the date of your Initial Order and continues until you have twenty-six (26) Completed Recurring Orders. The Fragrance purchased in the Initial Order does not count toward that requirement. On a four (4)-week schedule with no Skips, the Membership Term is approximately twenty-four (24) months and includes approximately thirteen (13) Recurring Orders per year. The Membership Term is measured by Completed Recurring Orders and not by calendar time; accordingly, each customer-requested Skip and each Everscent-initiated cancellation or delay of a scheduled order moves the next Recurring Order and anticipated completion of the Membership Term forward. An Everscent-initiated cancellation or delay does not count toward the six (6)-Skip limit.
5.2 Minimum Purchase Obligation. Your minimum purchase obligation is twenty-six (26) Recurring Orders in addition to the Initial Order, each charged at the Subscriber Price of the Fragrance in that Recurring Order. As a rough estimate only, at the Subscriber Prices in effect on the Effective Date, the twenty-six (26) Recurring Orders would total approximately $1,248 if every order were a Seasonal Fragrance and approximately $1,872 if every order were a Full-Size Fragrance, in each case before tax and excluding the Initial Order. These figures are estimates; your actual total depends on your Fragrance selections and any price change made under Section 4.3.
5.3 Continuation After the Membership Term. Unless you cancel, the Membership will continue on the scheduled processing date of the first Recurring Order after your twenty-sixth (26th) Completed Recurring Order (the “Renewal Date”) and thereafter every four (4) weeks at the then-current Subscriber Price until cancelled. Everscent will send a reminder thirty (30) days before the Renewal Date stating the Renewal Date, product, charge amount or method of calculation, four-week frequency, that no Early Termination Fee applies after the Membership Term, and all cancellation methods, including a direct electronic cancellation link. After the Membership Term, you may cancel at any time through your Everscent account or by contacting help@everscent.com, effective as provided in Section 6.2.
5.4 Annual Reminder. At least once during every twelve (12)-month period while the Membership remains active, Everscent will send a reminder identifying the Membership and product, current price and four-week charge frequency, next scheduled charge date, continuation terms, and all cancellation methods, including a direct electronic cancellation link. During the Membership Term, the reminder will also state your Completed Recurring Order count and current Early Termination Fee.
6. Managing Your Membership
6.1 Account Controls. Through your Everscent account, and at any time before a Recurring Order is processed on its scheduled charge date, you may:
- (a) change the Fragrance to be included in your next and subsequent Recurring Orders, in which case such Recurring Orders shall be charged at the Subscriber Price of the newly selected Fragrance;
- (b) Skip an upcoming Recurring Order; provided, however, that you may not elect more than six (6) Skips during the Membership Term. A timely Skip cancels that scheduled order and moves the next Recurring Order and anticipated completion of the Membership Term forward by four (4) weeks;
- (c) reschedule an upcoming Recurring Order to an earlier or later date; and
- (d) update your shipping address and payment method.
6.2 Immediate Cancellation. You may cancel your Membership at any time through the prominently displayed “Cancel Membership” control in your Everscent account or by emailing help@everscent.com. An online cancellation is effective immediately upon submission, and an emailed cancellation is effective when received. Everscent will promptly confirm cancellation electronically, stop future scheduling and charges, and stop any Recurring Order not yet tendered to a carrier. If payment was captured before cancellation but the product has not been tendered to a carrier, Everscent will stop fulfillment and refund that charge. A Recurring Order tendered to a carrier before cancellation remains subject to the applicable return and refund terms. Cancellation is not conditioned on speaking with customer support, accepting or declining a retention offer, or paying an Early Termination Fee. Before you confirm cancellation during the Membership Term, your account will display your Completed Recurring Order count and the estimated Early Termination Fee, if any. Any Early Termination Fee will be determined and collected separately under Section 8.
7. Thirty-Day Trial Period; Returns
7.1 Trial Period Return. You may end your Membership during the Trial Period through the cancellation control in your Everscent account or by emailing help@everscent.com. Everscent will immediately stop future scheduling and any Recurring Order not yet tendered to a carrier, refunding any charge already captured for an order that is stopped, and will provide a prepaid return shipping label for the Smart Diffuser. You must tender the Smart Diffuser to the designated carrier within fourteen (14) days after Everscent provides the label. After Everscent receives the Smart Diffuser in good working condition with all components identified in your order confirmation, Everscent will refund your Initial Order in full — the Activation Charge and the Fragrance included in your Initial Order — to your original payment method within seven (7) to ten (10) business days. No Early Termination Fee applies. A Fragrance tendered to a carrier before cancellation, including a first Recurring Order that you did not Skip, remains subject to Section 7.3.
7.2 Condition of Returned Smart Diffuser. Everscent may reduce the refund under Section 7.1 only by the reasonable, documented cost of repairing damage not caused by a defect covered by the Limited Warranty or replacing a missing original component. Everscent will provide an itemized explanation of any reduction before processing the refund.
7.3 Fragrances Generally Non-Refundable. Fragrances are generally not returnable or refundable. This restriction does not apply to (a) the Fragrance included in your Initial Order, which is refunded with a timely Trial Period return under Section 7.1, or (b) a Fragrance that is damaged, defective, leaking, incorrectly shipped, subject to a recall, or required by applicable law to be accepted for return or refund.
8. Early Termination; Early Termination Fee
8.1 Basis. The Smart Diffuser is provided to you for the Activation Charge in reliance on your commitment to complete twenty-six (26) Recurring Orders. Termination of your Membership after the Trial Period and before completion of the Membership Term results in Everscent not recovering the value of the Smart Diffuser through the Membership. The Early Termination Fee is intended solely to recover a declining portion of that value, not future Fragrance revenue or projected profit, and is a reasonable pre-estimate of Everscent’s loss and not a penalty.
8.2 Amount. If your Membership terminates after the Trial Period and before you have twenty-six (26) Completed Recurring Orders, and no exception in Section 8.3 applies, you shall pay Everscent an early termination fee (the “Early Termination Fee”) in the amount set forth below based on your number of Completed Recurring Orders at the time of termination. The Early Termination Fee will never exceed four hundred dollars ($400.00) or any lower maximum required by applicable law; will not increase because of a Skip, rescheduling, or price change; and is zero after twenty-six (26) Completed Recurring Orders.
| Completed Recurring Orders at Termination | Early Termination Fee |
|---|---|
| Zero (0) through nine (9) | $400.00 |
| Ten (10) through eighteen (18) | $250.00 |
| Nineteen (19) through twenty-five (25) | $100.00 |
| Twenty-six (26) or more | None |
8.3 Exceptions; Retention of Smart Diffuser. No Early Termination Fee applies if you cancel (a) during the Trial Period; (b) because Everscent materially breaches these Membership Terms and does not cure within fifteen (15) days after receiving written notice, or the breach cannot reasonably be cured; (c) because Everscent does not provide the remedy required for a valid Limited Warranty claim within thirty (30) days after receiving the information or returned device reasonably required to evaluate the claim; (d) after the Limited Warranty expires but before you have twenty-six (26) Completed Recurring Orders, because the Smart Diffuser materially ceases to perform its intended function under normal use for a reason not excluded by Section 9.4 and Everscent does not offer a no-charge repair or working equivalent replacement within thirty (30) days after receiving the information or returned device reasonably required to evaluate the failure; or (e) before a price increase takes effect under Section 4.3. No fee applies if Everscent terminates the Membership other than for your uncured material payment breach, fraud, or unlawful use. After cancellation, you continue to own the Smart Diffuser. Cancellation stops future order obligations but does not waive a valid Early Termination Fee or a properly accrued, nonrefundable amount for the Initial Order or a Recurring Order tendered to a carrier before cancellation, in each case subject to applicable return, refund, dispute, and chargeback rights.
8.4 Separate Invoice, Authorization, and Disputes. Cancellation takes effect under Section 6.2 whether or not an Early Termination Fee is due, paid, or disputed. Everscent will separately email an itemized statement showing your Completed Recurring Orders and the applicable Early Termination Fee. If you separately authorized the charge at enrollment through the distinct authorization described in Section 13.1, Everscent may charge a valid Early Termination Fee to your payment method if the invoice remains unpaid fourteen (14) days after delivery, after providing at least three (3) business days' advance notice. If you submit a written good-faith dispute within that fourteen (14)-day period, Everscent will not charge or collect the disputed amount until it provides a written response and supporting calculation; any later charge requires a new three (3)-business-day advance notice. A dispute or nonpayment will not reactivate the Membership or delay cancellation of future Recurring Orders.
8.5 Failed Payments. If a Recurring Order charge is declined, Everscent will pause future Recurring Orders, reattempt the charge, and notify you to update your payment method. If Everscent cannot collect payment within thirty (30) days after the first declined attempt, it may provide written notice and a further ten (10)-day opportunity to cure. If the failure remains uncured, Everscent may terminate the Membership and apply the Early Termination Fee, subject to Sections 8.2 and 8.3. No additional Recurring Order will accumulate or be processed while the account is paused.
8.6 Termination by Everscent. Everscent may terminate your Membership upon written notice if you materially breach these Membership Terms and do not cure the breach within ten (10) days after notice, or immediately if you provide materially false information or use the Membership for fraud or unlawful activity. A breach of the Site Terms unrelated to the Membership does not by itself trigger an Early Termination Fee. An Early Termination Fee applies to an Everscent-initiated termination only to the extent permitted by Section 8.3.
9. Smart Diffuser Limited Warranty
9.1 Everscent Smart Diffuser Limited Warranty. Everscent warrants to the original consumer purchaser that the Smart Diffuser will be free from defects in materials and workmanship under normal residential use for twenty-four (24) months beginning on the delivery date (the “Limited Warranty”). Coverage does not depend on whether your Membership remains active or whether you complete any Recurring Order. The terms of the Limited Warranty are set forth in this Section 9 and are made available before enrollment through these Membership Terms.
9.2 Warranty Service and Remedy. To request warranty service, contact help@everscent.com and provide reasonable proof of purchase, the Smart Diffuser serial number, and a description of the claimed defect. Everscent may request photographs, reasonable troubleshooting, or return of the Smart Diffuser for evaluation. If a return is required, Everscent will provide a prepaid shipping label. For a covered defect, Everscent will, within a reasonable time and at no charge for parts, labor, or required shipping, repair the Smart Diffuser or replace it with a new or refurbished unit of equal or greater functionality. If neither remedy is commercially practicable after reasonable efforts, Everscent will refund the Activation Charge and notify you that the Membership will end without an Early Termination Fee and future Recurring Orders will stop unless you affirmatively elect in writing to continue the Membership before the refund is issued. A repaired or replacement unit remains covered for the longer of the remainder of the original warranty period or ninety (90) days after delivery.
9.3 Proprietary Bottle Interface. The Smart Diffuser has a proprietary interface custom-engineered to physically accept only original Everscent Fragrance bottles. Do not force, modify, bypass, or adapt the interface; refill or alter a bottle; or introduce any oil, liquid, or substance other than a Fragrance supplied in its original Everscent bottle. Attempted use of another bottle or substance does not automatically void the Limited Warranty; Everscent may deny coverage only for a defect, damage, or malfunction to the extent caused or materially contributed to by the nonconforming bottle or substance, contamination, modification, bypass, or failure to follow Everscent’s instructions. Coverage remains in effect for an unrelated covered defect.
9.4 Exclusions. The Limited Warranty does not cover a defect, damage, or malfunction to the extent caused by (a) installation that does not comply with Everscent’s current instructions, including installation in intake or return ductwork, inside a furnace or air handler, or in contact with heating or air-conditioning coils; (b) accident, misuse, abuse, neglect, unauthorized modification, or unauthorized repair; (c) forcing, altering, bypassing, or adapting the proprietary bottle interface; (d) use or attempted use of a bottle, oil, liquid, or substance other than an original Everscent Fragrance bottle; (e) failure to operate, clean, store, or maintain the Smart Diffuser according to Everscent’s instructions; (f) exposure to liquids other than Fragrance in normal operation, extreme temperatures, excessive moisture, fire, or power surges; (g) ordinary wear of the delivery tube, nozzle, or other consumable component; or (h) a cause other than a defect in materials or workmanship. An exclusion affects coverage only for the condition it caused or materially contributed to and does not eliminate coverage for an unrelated covered defect.
9.5 Implied Warranties and State Rights. EVERSCENT MAKES NO EXPRESS WARRANTY FOR THE SMART DIFFUSER OTHER THAN THIS LIMITED WARRANTY. EVERSCENT DOES NOT DISCLAIM ANY IMPLIED WARRANTY APPLICABLE TO THE SMART DIFFUSER. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTY, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED IN DURATION TO THIS LIMITED WARRANTY. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. NOTHING IN THESE MEMBERSHIP TERMS EXCLUDES OR LIMITS A RIGHT OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
10. Title; Risk of Loss; Nature of Obligation
10.1 Title. Title to the Smart Diffuser and to each Fragrance passes to you upon delivery to your shipping address. Everscent retains no ownership interest in, lien on, or right to repossess the Smart Diffuser following delivery.
10.2 Risk of Loss. Risk of loss of or damage to the Smart Diffuser and each Fragrance passes to you upon delivery. If Everscent provides a prepaid label for an authorized return, risk of loss for the properly packaged returned product passes back to Everscent when the product is accepted by the designated carrier. You remain responsible for a return shipped by another method until Everscent receives it.
10.3 Unsecured Obligation and Intended Structure. The Smart Diffuser is sold and delivered as part of the Initial Order, and each later Recurring Order is a separate purchase of Fragrance. Your payment obligations, including any Early Termination Fee, are unsecured; Everscent retains no lien or repossession right. No finance charge, interest, or time-price differential is imposed. The parties intend the Membership to be a subscription and promotional device sale rather than a lease or extension of credit, subject in all cases to applicable law.
11. Compatibility; Installation
11.1 Compatibility and Coverage. The Smart Diffuser is designed for residences with a forced-air HVAC system having accessible supply or outflow ductwork and an electrical outlet compatible with the supplied power adapter. It does not integrate directly with ductless mini-split systems but may be operated as a stand-alone room diffuser in accordance with Everscent’s instructions. The proprietary bottle interface physically accepts only original Everscent Fragrance bottles. The Smart Diffuser may provide fragrance coverage of up to approximately five thousand (5,000) square feet of area served by the connected HVAC system or zone. Actual coverage and perceived intensity vary based on airflow, HVAC configuration, ceiling height, floor plan, operating schedule, and Fragrance selection, and homes with multiple systems or zones may require multiple Smart Diffusers.
11.2 Installation. HVAC installation requires drilling a three-eighths-inch (3/8-inch) opening in supply or outflow ductwork. You must review and follow Everscent’s then-current instructions, positively identify the supply or outflow duct, confirm the proposed location is free of concealed hazards, and comply with applicable building codes and lease, landlord, homeowners'-association, and HVAC-warranty requirements. Do not install the delivery tube in intake or return ductwork, inside a furnace or air handler, or in contact with heating or air-conditioning coils. If you cannot confidently identify a suitable location or complete installation safely, use a licensed HVAC technician. You are responsible for property damage to the extent caused by installation that does not comply with these requirements or Everscent’s instructions. Nothing in this Section excludes liability to the extent caused by a Smart Diffuser defect, inaccurate or inadequate Everscent instructions, Everscent’s negligence or willful misconduct, or liability that cannot lawfully be limited.
11.3 Operation and Maintenance. You must operate, clean, store, and maintain the Smart Diffuser according to Everscent’s current written instructions. When the Smart Diffuser is connected to an HVAC system, keep the applicable HVAC fan operating whenever the Smart Diffuser is operating. Use only original Everscent Fragrance bottles, and use only the supplied power adapter or an Everscent-approved replacement. Discontinue use and contact Everscent if the Smart Diffuser leaks, overheats, emits smoke, or otherwise operates abnormally.
12. Fragrance Availability
12.1 Discontinuance; Substitution. Seasonal Fragrances are offered for limited periods, and Everscent may discontinue any Fragrance at any time. If the Fragrance selected for an upcoming Recurring Order is unavailable, Everscent will notify you before that Recurring Order is processed and provide a direct means to select an available replacement. If you do not select a replacement before the Recurring Order is processed, Everscent will substitute the most recent available Fragrance from your order history, and the Recurring Order will be charged at the Subscriber Price of the substituted Fragrance, which will be stated in the upcoming-order notice described in Section 13.2.
13. Consent; Electronic Communications
13.1 Express Informed Consent and Separate Fee Authorization. Before enrollment and the Initial Order charge, Everscent will clearly and conspicuously display immediately adjacent to a separate, unchecked consent box and the order button: (a) the amount charged today; (b) the recurring product, exact price, four-week frequency, approximate thirteen (13) charges per year, and first scheduled charge date; (c) the twenty-six (26)-Recurring Order minimum, six (6)-Skip limit, and a rough estimated range of costs for the twenty-six (26) future orders at the prices then shown; (d) the Early Termination Fee schedule and highest possible fee; (e) the Trial Period, Smart Diffuser return conditions, and the nonrefundability of Fragrances other than as provided in Section 7; and (f) automatic continuation and cancellation terms. Enrollment requires you to select the unchecked box and affirmatively agree to those terms. If Everscent intends to charge an Early Termination Fee automatically after cancellation, it will also present a second, distinct, unchecked authorization that is not bundled with Membership assent, restates the Early Termination Fee schedule and highest possible fee, identifies the payment method and timing, and expressly authorizes a charge made in accordance with Section 8.4. Consent to other terms or marketing does not constitute either consent.
13.2 Confirmation and Pre-Charge Notice. Immediately after enrollment, Everscent will send a retainable electronic confirmation containing the disclosures in Section 13.1, these Membership Terms, and a direct cancellation link. Before each Recurring Order charge, including the first, Everscent will send you an upcoming-order notice in accordance with its standard subscription notification schedule, which as of the Effective Date is three (3) days before the scheduled charge date. The notice will identify the scheduled charge date and the Fragrance and price for that Recurring Order and will link to your Everscent account, where you may change, Skip, reschedule, or cancel that Recurring Order at any time before it is processed. Everscent will not charge earlier than the scheduled charge date shown in your account and in the notice. If the Fragrance or amount of a Recurring Order changes for a reason not affirmatively requested by you, Everscent will send a corrected notice before charging.
13.3 Record of Consent. Everscent will retain evidence of your consent for at least three (3) years after enrollment or one (1) year after termination, whichever is longer. The record will include the exact disclosures and Membership Terms shown, their version, the unchecked consent control and its selected state, your account and order identifier, and the date and time of assent. Everscent will provide a copy upon request. For any recurring debit-card or bank-account transfer governed by applicable electronic-funds-transfer law, Everscent will obtain a separately signed or similarly authenticated authorization and provide you a copy.
13.4 Electronic Communications. Any consent to receive records that applicable law requires to be provided in writing will be obtained through a separate Electronic Communications Consent presented before enrollment. That consent will describe your right to paper copies, how to withdraw consent and update contact information, the records covered, and the hardware and software needed to access them. You may request a paper copy or withdraw electronic-delivery consent by contacting help@everscent.com. You are responsible for keeping your contact information current.
14. Limitation of Liability
14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERSCENT SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MEMBERSHIP, THE SMART DIFFUSER, OR THE FRAGRANCES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVERSCENT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE MEMBERSHIP SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO EVERSCENT UNDER THESE MEMBERSHIP TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY FOR BODILY INJURY OR DEATH, OR TO ANY OTHER LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
15. Dispute Resolution
15.1 Informal Resolution. Before initiating any arbitration or proceeding under this Section 15, you and Everscent agree to attempt in good faith to resolve any dispute arising out of or relating to these Membership Terms or the Membership (a “Dispute”) informally. You may notify Everscent of a Dispute at help@everscent.com, and Everscent will notify you at the email address associated with your account. If the Dispute is not resolved within thirty (30) days after such notice, either party may proceed under Section 15.2.
15.2 Binding Arbitration. Except as provided in Section 15.4, any Dispute shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect. At your election, the arbitration will be conducted by telephone or videoconference or in the county where you reside. The Federal Arbitration Act governs this Section. Everscent will pay arbitration fees exceeding the amount you would pay to file the same claim in court, except to the extent the arbitrator determines that applicable law or the AAA Consumer Arbitration Rules permit another allocation because a claim was frivolous or brought for an improper purpose. If AAA is unavailable, the parties will attempt to agree on a substitute provider, or a court may appoint an arbitrator under 9 U.S.C. Section 5.
15.3 Class Action Waiver. YOU AND EVERSCENT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS SECTION 15.3 IS FOUND UNENFORCEABLE AS TO A PARTICULAR CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) SHALL BE SEVERED FROM ARBITRATION AND BROUGHT IN COURT, AND ALL OTHER CLAIMS SHALL REMAIN SUBJECT TO ARBITRATION.
15.4 Exceptions and Nonwaivable Relief. Either party may bring an individual small-claims action in a court having jurisdiction where you reside. Either party may also seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property rights. Nothing in this Section 15 or the class-action waiver prevents you from seeking public injunctive relief or another remedy that applicable law makes nonwaivable. If a particular claim or remedy cannot lawfully be required to proceed in arbitration, only that claim or remedy will proceed in court, subject to applicable law.
15.5 Opt-Out. You may opt out of Sections 15.2 and 15.3 by sending written notice to help@everscent.com within thirty (30) days after the date of your Initial Order, stating your name, account email address, and election to opt out. An emailed notice is timely when sent. Everscent will confirm receipt electronically within five (5) business days. Opting out will not affect your Membership pricing or benefits. If you opt out, either party may bring an action in a court having jurisdiction and proper venue under Section 16.5.
16. General Provisions
16.1 Amendments and Price Changes. Everscent may amend these Membership Terms for new enrollments by posting amended terms at everscent.com. An amendment does not apply to your existing Membership unless required by law, affirmatively accepted by you, or not materially adverse to your rights. Everscent will provide thirty (30) days' advance email notice of an amendment applied to your Membership. Subscriber Price increases are governed exclusively by Section 4.3, and no amendment may eliminate the fee-free cancellation right associated with a price increase.
16.2 Assignment. You may not assign or transfer your Membership or any of your rights or obligations under these Membership Terms without Everscent’s prior written consent. Everscent may assign these Membership Terms, without your consent, to an affiliate or to a successor entity in connection with a merger, consolidation, reorganization, or the sale or transfer of all or substantially all of its assets or of the business line to which these Membership Terms relate, provided that the assignee assumes in writing all of Everscent’s obligations hereunder.
16.3 Severability. If any provision of these Membership Terms (or any part thereof) is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision (or part thereof) shall be severed, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
16.4 Entire Agreement; Waiver. These Membership Terms, together with the Site Terms and your order confirmation, constitute the entire agreement between you and Everscent with respect to the Membership and supersede all prior and contemporaneous communications and understandings relating to the Membership. No failure or delay by Everscent in exercising any right, remedy, power, or privilege under these Membership Terms shall operate as a waiver thereof.
16.5 Governing Law; Forum. Utah law governs these Membership Terms except to the extent the nonwaivable law of the state in which you reside applies. Nothing in these Membership Terms waives a consumer-protection, cancellation, warranty, venue, or remedial right that applicable law makes nonwaivable. Subject to Section 15, if you validly opt out of arbitration, you may bring an action in a court of competent jurisdiction where you reside or in Utah County, Utah, at your election. Everscent will bring any action against you in a court of competent jurisdiction where you reside, unless the parties agree otherwise after the Dispute arises.
16.6 Force Majeure. Everscent shall not be liable for any delay or failure to ship any order to the extent caused by any event or circumstance beyond its reasonable control, including acts of God, natural disasters, epidemics, governmental actions, labor disputes, carrier delays, or failures of third-party platforms or telecommunications infrastructure. Everscent will notify you of any such delay affecting a Recurring Order and will not charge you for a Recurring Order until it ships.
16.7 Survival. Sections 1, 7.3, 8, 9 for the duration of the Limited Warranty, 10, 13.3, 14, 15, and 16, and any payment obligation accrued before termination, survive termination or expiration to the extent necessary to give them effect.
16.8 Notices; Contact. Notices to you will be sent to the contact information associated with your account. Notices to Everscent and questions regarding your Membership may be directed to Everscent LLC at help@everscent.com.