Terms of Service

The parties to this agreement are you ("you" or the "user") and Envytory LLC ("Envytory," "we," "our," or "us"). By accessing the materials on this website, and for other good and valuable consideration, you agree to be bound by all of the terms and conditions set forth here.

Subject to your acceptance of these terms, we grant you a limited, personal, non-transferable right to access the contents of the website and affiliated sites we operate.

We may change these terms at any time. Changes become effective upon notice — by posting at or linking from this website, or by e-mail to the address associated with your account. You may not alter, delete, add to, or edit any of these terms; any attempted alteration is void.

Bookmarking past this page to bypass the Terms of Use constitutes acceptance of all the terms and conditions set forth here, and your acknowledgment that you are an adult — at least 18 years of age, or the age of majority in your state, province, or country.

When using this website, you agree not to:

• violate any laws or Envytory policies;
• post content that is false or misleading;
• infringe any third-party right;
• distribute spam, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm Envytory or the interests or property of Envytory's users;
• copy, modify, or distribute any Envytory content on this site, or any other person's content posted on the site, unless expressly authorized to do so;
• use any robot, spider, scraper, or other automated means to access the website and collect content for any purpose without our express written permission;
• harvest or otherwise collect information about others, including e-mail addresses, without their instruction; or
• bypass measures used to prevent or restrict access to the website.

You agree to use the website in accordance with the following code of conduct. In our sole discretion we may — but are under no obligation to — reject or delete any transaction, posting, or upload that violates these provisions, and/or terminate your right to use or access the website for violating them. You agree not to post or transmit content:

• that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or harmful to minors in any way;
• that is pornographic or depicts a human being engaged in actual sexual conduct;
• that harasses, degrades, intimidates, or is hateful toward an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• that impersonates any person or entity, including an Envytory employee, or falsely states or misrepresents your affiliation with a person or entity (lawful, non-deceptive parody of public figures excepted);
• that includes personal or identifying information about another person without that person's explicit instruction;
• that is false, deceptive, misleading, deceitful, misinformative, or constitutes "bait and switch";
• that infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party, or that you do not have a right to make available under any law or contractual or fiduciary relationship;
• that constitutes or contains affiliate marketing, link-referral code, junk mail, spam, chain letters, pyramid schemes, or unsolicited commercial advertisement;
• that constitutes advertising or solicitation posted in areas of the website not designated for such purposes, or e-mailed to users who have not agreed in writing to be contacted about other services, products, or commercial interests;
• that includes links to commercial services or websites, except as allowed;
• that advertises any illegal service or the sale of items whose sale is prohibited or restricted by applicable federal, state, or local law;
• that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
• that disrupts the normal flow of dialogue with an excessive amount of content (a flooding attack), or that otherwise negatively affects other users' ability to use the website; or
• that employs misleading e-mail addresses, forged headers, or otherwise manipulated identifiers to disguise the origin of content transmitted through the website.

You further agree not to:

• contact anyone who has asked not to be contacted, or make unsolicited contact with anyone for any commercial purpose;
• "stalk" or otherwise harass anyone;
• collect personal data about other users for commercial or unlawful purposes;
• use automated means — spiders, robots, crawlers, data-mining tools, or the like — to download data from the website, unless we expressly permit it;
• post irrelevant content, repeatedly post the same or similar content, or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
• post the same item or service in more than one category or forum;
• attempt to gain unauthorized access to Envytory's computer systems, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the website;
• use any automated posting device to submit postings in bulk or at regular intervals without each posting being manually entered by its author; or
• directly or indirectly copy, download, stream, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, sell, transmit, or retransmit online services or content belonging to or posted by us, unless we expressly permit it in writing.

The information we collect through the website may include personal information — information that helps identify users or viewers of the website, such as a user's name, street address, phone number, e-mail address, username and password, and payment card information. We may use personal information to establish and verify user identities; open, maintain, administer, and service registered-user accounts; process, service, or enforce transactions and send related communications; provide user support, service updates, promotional notices, and offers; respond to inquiries and comments; maintain the security of the website and our systems; and evaluate use of the website for potential improvements.

The website may also collect anonymous information that cannot be traced back to a specific individual — page-view counts, search keywords, browser and operating-system details, ISP name, IP address, and similar data — including through browser cookies, web beacons, and similar technologies. We may combine a user's anonymous information with similar information from other users to help improve the website and our services.

By submitting personal information, you grant us, and our officers, subsidiaries, affiliates, successors, assigns, managers, members, agents, and employees, the right to store any information you enter on the website or give us in any other way that personally identifies you — to improve your experience, to better understand the type of individuals visiting the website, and to enable us to contact you when needed. Note that user information may be cached in search-engine indexes even after removal; neither this website nor Envytory has control over such caching.

Our full Privacy Policy is incorporated into these terms by reference. If you do not accept the Privacy Policy, you may not use this website.

You agree that we are not responsible or liable for the personal protection and security of any password or username you use to access this website. You are responsible for maintaining the confidentiality of your password and account, and you can help keep your account secure by using a strong password. You are solely responsible for all activity conducted on this website that can be linked or traced back to your username or password, and liable for any resulting direct or indirect damages. If you lose your password or it is stolen, you must notify us immediately.

As between you and us, you own the content you submit to the website. You grant us and our affiliates the right to distribute and send your content to third parties in order to perform the transactions you request. When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights in that content.

By posting to the site, you acknowledge that all content you post belongs to you or that you have permission to post it, and that you will not post anyone's image or likeness without their express permission. Content posted by users does not reflect our thoughts, comments, ideas, or opinions.

Please e-mail us at legal@envytory.com to tell us about any problems or offensive content so that together we can keep the website working properly. We may limit or terminate our service, remove hosted content, and/or take technical and legal steps to keep users off the website if we think they are creating problems or acting inconsistently with the letter or spirit of our policies. Whether or not we take any of these steps, we do not accept liability for monitoring the website or for unauthorized or unlawful content on, or use of, the website.

We may establish limits concerning use of the service, including the maximum number of days content will be retained, the maximum number and size of postings, e-mail messages, or other content that may be transmitted or stored, and the frequency with which you may access the website. We have no responsibility or liability for the deletion of, or failure to store, any content maintained or transmitted by the website. We reserve the right at any time to modify or discontinue the website (or any part of it) with or without notice, and we will not be liable to you or any third party for any modification, suspension, or discontinuance.

Posting agents

A "posting agent" is a third-party agent, service, or intermediary that offers to post content on the website on behalf of others. To moderate demands on the website's resources, you may not use a posting agent to post content without our express permission or license, and posting agents may not post content on behalf of others — or otherwise access the website to facilitate doing so — except with our express permission or license.

No spam

Sending unsolicited e-mail advertisements to our e-mail addresses or through our computer systems or our site is expressly prohibited. Any unauthorized use of our computer systems violates this agreement and certain federal and state laws, including the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), and may subject the sender and their agents to civil and criminal penalties. This section survives termination of this agreement.

We reserve all of our intellectual property rights. This agreement does not grant you any right or license with respect to any of our copyrights, trademarks, service marks, graphics, or logos. The website contains content from us, from you, and from other users; you agree not to copy, modify, or distribute any content from the website, including our copyrights and trademarks.

If you believe your rights have been violated, please notify us at legal@envytory.com and we will investigate. We reserve the right to remove content where we have grounds for suspecting a violation of these terms or of any party's rights.

Do not post content that infringes the rights of third parties, including intellectual property rights such as copyright and trademark. If you have a good-faith belief that a listing on the website infringes your copyright, trademark, or other intellectual property rights, contact us immediately in writing with all supporting documents and details. No request or complaint will be considered unless proper documentation evidencing ownership of the intellectual property is provided. Your notice must:

1. clearly identify the material on the website that you claim is infringing, so that we can locate it;
2. include a statement that you have a good-faith belief that the disputed use is not authorized by the intellectual-property owner, its agent, or the law;
3. include a statement, declared under penalty of perjury, that the information in your notice is accurate and that you are the owner of the intellectual-property interest involved or are authorized to act on the owner's behalf;
4. provide your address, telephone number, and e-mail address; and
5. include your physical or electronic signature.

We will remove infringing postings subject to the procedures outlined in the Digital Millennium Copyright Act. This section survives termination of this agreement.

You agree not to hold us or our affiliates responsible for things other users post or do. We do not guarantee the accuracy of postings or user communications, or the quality, safety, or legality of what is offered, and we cannot guarantee continuous or secure access to our services. To the extent legally permitted, we expressly disclaim all warranties, representations, and conditions, express or implied, including those of quality, merchantability, merchantable quality, durability, and fitness for a particular purpose, and those arising by statute. We are not liable for any loss — whether of money (including profit), goodwill, or reputation — or any special, indirect, or consequential damages arising out of your use of the website, even if you advise us, or we could reasonably foresee, the possibility of such damage.

Some jurisdictions do not allow the disclaimer of warranties or the exclusion of damages, so some of these disclaimers and exclusions may not apply to you. This section survives termination of this agreement.

You agree to indemnify and hold Envytory and its officers, subsidiaries, affiliates, successors, assigns, managers, members, agents, service providers, suppliers, and employees harmless from any claim or demand — including reasonable attorney fees and court costs — made by any third party due to or arising out of content you submit, post, or make available through the website; your use of the website; your violation of this agreement; your breach of any of the representations and warranties in it; or your violation of any rights of another. This section survives termination of this agreement.

You may terminate or stop using our services at any time. We may also stop providing services to you, add or remove functionalities or features, or stop a service completely. You agree that we have the right (but not the obligation), at our sole discretion, to delete or deactivate your account, block your e-mail or IP address, or otherwise terminate your access to or use of the website (or any part of it) — immediately and without notice — and to remove and discard any content within the website, for any reason, including if we believe you have acted inconsistently with the letter or spirit of this agreement. We will not be liable to you or any third party for any termination of your access to the website, and you agree not to attempt to use the website after termination.

This agreement, and any claim, cause of action, or dispute arising out of or related to it, is governed by the laws of the State of Delaware. Any dispute relating in any way to your use of our site shall be submitted to confidential and binding arbitration — except to the extent you have in any manner violated or threatened to violate our intellectual property rights, in which case we may seek injunctive or other appropriate relief in any state or federal court in the State of Delaware, and you consent to exclusive jurisdiction and venue in such courts.

Arbitration under this agreement shall be conducted under the then-prevailing commercial rules of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

If we don't enforce any particular provision, we are not waiving our right to do so later. If any provision of this agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this agreement is divisible as to that provision, and the remainder remains valid and binding. We may send notices to you at the e-mail address you provide, or by certified mail; notices sent by certified mail are deemed received five days after mailing. We may update this agreement at any time, with updates taking effect when you next use the website or after 30 days, whichever is sooner. No other amendment is effective unless posted on our website. Headings are for reference only.

Force majeure

If, by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions, or other causes beyond our control, we are unable to perform our obligations under this agreement in whole or in part, we are relieved of those obligations to the extent we are unable to perform, and such inability does not make us liable to you.

Relationship of the parties

Nothing in this agreement creates any agency, legal representation, partnership, or other form of joint enterprise between the parties. Neither party has authority to contract for or bind the other in any manner.

Security

We undertake reasonable efforts to operate secure data networks protected by industry-standard firewall and password-protection systems, and to review our security and privacy policies periodically, adjusting systems as necessary. Although we are diligent in our security pursuits, we cannot guarantee the success of our efforts.

Corporate transfers of information

Information about users of the website, including personal information, may be disclosed in association with certain business dealings — debt financing, acquisition or merger, sale of assets — and in the event of a bankruptcy, assignment for the benefit of creditors, or receivership, in which information could be sold or transferred to other parties as an asset. By using the website and entering personal information, each user consents to the use of their information as outlined in our Privacy Policy.

Contributions

Please send questions, comments, or complaints to legal@envytory.com. By submitting ideas, suggestions, documents, or proposals ("contributions") to us, you acknowledge and agree that: (i) your contributions do not contain confidential or proprietary information; (ii) we are not under any obligation of confidentiality, express or implied, with respect to the contributions; (iii) we are entitled to use or disclose (or choose not to use or disclose) the contributions for any purpose, in any way, in any media worldwide; (iv) we may have something similar to the contributions already under consideration or in development; (v) you irrevocably and non-exclusively license to us the rights to exploit your contributions; and (vi) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.

Entire agreement

These Terms of Use, together with the other policies posted on the website, constitute the entire, complete, and exclusive agreement between Envytory, the site, and you — superseding any prior agreements and understandings, written or oral, whether established by custom, practice, policy, or precedent, with respect to their subject matter.

The Agreement is effective between Customer and Company as of the date Customer accepts it (the "Effective Date"). "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity — control meaning direct or indirect ownership or control of more than 50% of the voting interests. The "Services" means the products ordered by Customer under an Order Form and made available by Company. "User" means an individual authorized by Customer to use a Service, for whom Customer has purchased a subscription (or for whom a Service has been provisioned), and to whom Customer has supplied user identification and authentication.

1.1 · Fees, invoicing, and payment

The "Fees" means the fees, expenses, and other amounts specified in this Agreement and the applicable Order Form. An "Order Form" is the ordering document specifying Services to be provided, entered into between Customer and Company. By entering into an Order Form, an Affiliate agrees to be bound by this Agreement as if it were an original party. All amounts payable are denominated and payable in United States dollars; payment obligations are non-cancelable and fees paid are non-refundable; and quantities purchased cannot be decreased during the relevant subscription term. Fees listed in the Order Form are fixed for the term listed in the Order. Except as otherwise set forth in the applicable Order Form, Customer shall pay invoices within thirty (30) days after receipt of electronic invoice, by ACH or wire transfer to the bank account designated by Company, or by check to the address in the Order Form.

1.2 · Subscriptions and true-up

Unless otherwise provided in the applicable Order Form: (a) Services are purchased as subscriptions for the term stated in the Order Form; (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription, prorated for the portion of the term remaining when they are added; and (c) added subscriptions terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on any future functionality or features, or dependent on any oral or written public comments by Company regarding future functionality or features.

If Customer's user count exceeds the current number of subscriptions (determined monthly), Company will notify Customer (e-mail sufficing) of the overage. If Customer does not reduce its actual users to the number of authorized Users within 30 days, Company will invoice Customer for the excess users — who then become additional authorized Users — prorated for the remainder of the then-current subscription term.

1.3 · Term

This Agreement commences on the Effective Date and continues until all subscriptions have expired or been terminated. Each subscription term is specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions automatically renew for additional one-year periods unless either party gives the other written notice at least 30 days before the end of the relevant subscription term. Renewal-period fees are at Company's then-current rate.

1.4 · Termination

A party may terminate this Agreement for cause: (i) upon 30 days' written notice to the other party of a material breach, if the breach remains uncured at the end of that period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. If Customer terminates in accordance with this section, Company will refund any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. Upon expiration or termination of the subscription term or applicable Order Form, access to the Services ends and Customer will immediately cease accessing and using the Services.

1.5 · Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments — for example, value-added, sales, use, or withholding taxes — assessable by any jurisdiction ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible, Company will invoice Customer and Customer will pay that amount, unless Customer provides a valid tax-exemption certificate authorized by the appropriate taxing authority. Company is solely responsible for taxes assessable against it based on its income, property, and employees.

2.1 · Company provision of Services

Company will (a) make the Services available to Customer subject to this Agreement and the applicable Order Forms and Documentation, and (b) provide the Services in accordance with laws and government regulations applicable to Company's provision of its Services to its customers generally (that is, without regard for Customer's particular use of the Services). Company is responsible for the performance of its personnel — including employees and contractors — and their compliance with Company's obligations under this Agreement.

2.2 · Protection of Customer Data

Company will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. "Customer Data" means electronic data and information submitted by or for Customer to the Services. Those safeguards include, without limitation, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). The terms of the data processing agreement ("DPA") found in the Documentation are incorporated by reference and apply to the extent Customer Data includes Personal Data as defined in the DPA. To the extent Personal Data from the European Economic Area, the United Kingdom, or Switzerland is processed by Company, the Standard Contractual Clauses apply as further set forth in the DPA; Customer and its applicable Affiliates are each the data exporter, and Customer's acceptance of this Agreement (and any applicable execution of an Order Form) is treated as execution of the Standard Contractual Clauses and related appendices.

2.3 · Customer compliance

Customer will (a) be responsible for its Users' compliance with this Agreement and Order Forms; (b) be responsible for the accuracy, quality, and legality of Customer Data, the means by which it acquired Customer Data, and its use of Customer Data with the Services; (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Company promptly of any such unauthorized access or use; and (d) use the Services only in accordance with this Agreement, Order Forms, and applicable laws and government regulations. If Customer breaches its payment obligations, Company may suspend delivery of the Services after providing 30 days' notice (including by phone or e-mail) if the breach remains uncured at the end of that period.

2.4 · Reservation of intellectual property rights

Subject to the limited rights expressly granted under this Agreement, Company and its licensors reserve all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer other than as expressly set forth here.

2.5 · License by Customer to Company

Customer grants Company, its Affiliates, and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display Customer Data — and program code created by or for Customer using a Service or for use with the Services — as appropriate for Company to provide and ensure proper operation of the Services and associated systems in accordance with this Agreement. Subject to these limited licenses, Company acquires no right, title, or interest in or to any Customer Data or such program code.

2.6 · IP infringement

If Company receives information about an infringement or misappropriation claim related to a Service, Company may, in its discretion and at no cost to Customer: (i) modify the Services so they are no longer claimed to infringe or misappropriate, without breaching Company's warranties under "Representations and Warranties" below; (ii) obtain a license for Customer's continued use of that Service in accordance with this Agreement; or (iii) terminate Customer's subscriptions for that Service upon 30 days' written notice and refund any prepaid fees covering the remainder of the term of the terminated subscriptions.

2.7 · Confidential information

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes Customer Data; Company's Confidential Information includes the Services and the terms of this Agreement and all Order Forms (including pricing). Each party's Confidential Information includes its technology and technical information, product plans and designs, and business processes. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before disclosure without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

2.8 · Protection of confidential information

Each party retains all ownership rights in its Confidential Information. The Receiving Party will use the same degree of care it uses to protect its own confidential information of like kind to limit access to the Disclosing Party's Confidential Information to those of its and its Affiliates' employees, contractors, and sub-contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements no less protective than these terms. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party's prior written consent, and remains responsible for their compliance with this section. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided it gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party's reasonable cost of compiling.

3.1 · Representations and warranties

Each party represents that it has validly entered into this Agreement and has the legal power to do so. This Agreement and the Documentation accurately describe the administrative, physical, and technical safeguards for protecting the security, confidentiality, and integrity of Customer Data. Company warrants that, during an applicable subscription term: (a) it will not materially decrease the overall security of the Services; (b) the Services will perform materially in accordance with the applicable Documentation; (c) it will not materially decrease the overall functionality of the Services; and (d) it will not discontinue any integrations in a way that would materially decrease the overall functionality of the Services purchased by Customer. For any breach of these warranties, Customer's exclusive remedies are set forth in the "Termination" section above.

3.2 · Disclaimers

Each party (the "Indemnifying Party") will defend the other party (the "Indemnified Party") and its Affiliates against any claim, demand, suit, or proceeding brought by a third party alleging that the Services provided by Company — or any modification or alteration of the Services by Customer — infringes or misappropriates that third party's intellectual property rights (a "Claim"), and will indemnify the Indemnified Party from any damages, attorney fees, and costs finally awarded against it as a result of a Claim, or paid under a settlement approved by the Indemnifying Party in writing — provided the Indemnified Party: (a) promptly gives the Indemnifying Party written notice of the Claim; (b) gives the Indemnifying Party sole control of the defense and settlement of the Claim (except that the Indemnifying Party may not settle any Claim unless it unconditionally releases the Indemnified Party of all liability); and (c) gives the Indemnifying Party all reasonable assistance, at the Indemnifying Party's expense.

These defense and indemnification obligations do not apply if the Claim arises: (1) from Customer's use or combination of the Services with software, hardware, data, or processes not provided or authorized in writing by Company, if the Services would not infringe without the combination; (2) in whole or in part from the Indemnified Party's breach of this Agreement, the Documentation, or Order Forms; (3) from Customer's modification or alteration of the Services in a manner not authorized by Company in writing, if the Services would not infringe without the modification or alteration; or (4) from the Indemnified Party's own malfeasance.

Excluded claims. The aggregate liability cap above does not apply to claims arising under Section 1.1 (Fees, Invoicing, and Payment), Section 2.8 (Protection of Confidential Information), or Section 4 (Mutual Indemnification).

6.1 · Usage data

Company may store and use metadata associated with Customer's use of the Services — including IP addresses, stored sessions, and network metadata (collectively, "Customer Metadata") — for the purpose of providing the Services to Customer. Company may also track and analyze usage of the Services for security purposes and to help improve the Services and the user experience — for example, to understand and analyze trends or track which features are used most often. Company may aggregate Customer Data and Customer Metadata with data from other customers or sources, provided the result is not identifiable as Customer's and Customer cannot be recognized as its source. Company may share anonymous usage data with its service providers for tracking, analysis, and improvement purposes, and may share anonymous usage data on an aggregate basis in the normal course of operating its business.

6.2 · Feedback

Customer grants Company and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation or use of the Services. Company acknowledges that all feedback is provided "as is," without any representation or warranty as to accuracy, non-infringement, or completeness.

6.3 · Upload and transmission restrictions

Customer agrees that sensitive personal data may not be submitted to the Services — including images, text, sounds, or other data containing or revealing government-issued identification numbers; financial information (such as credit or debit card numbers, related security codes or passwords, and bank account numbers); racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership; information concerning health or sex life; information related to an individual's physical or mental health; or information related to the provision or payment of health care. Customer may not use the Services to create or analyze biometric identifiers — face prints, voiceprints, fingerprints, or scans of eyes, hands, or facial geometry — nor for analyzing, profiling, or targeting anyone's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, age, gender, sex life, sexual orientation, criminal convictions, disability, health status, or medical condition.

Customer will not use the Services to (a) store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party rights, or (b) store or transmit malicious code — code, files, scripts, agents, or programs intended to do harm, including viruses, worms, time bombs, and Trojan horses.

6.4 · Usage restrictions

Unless agreed to in writing by Company, Customer will not:

• make the Services available to anyone other than Customer or its Users, or use the Services for the benefit of anyone other than Customer or its Affiliates;
• sell, resell, license, sublicense, distribute, make available, rent, or lease the Services, or include the Services in a service-bureau or outsourcing offering;
• interfere with or disrupt the integrity or performance of the Services;
• attempt to gain unauthorized access to the Services or related systems or networks;
• use the Services to access or use any Company intellectual property except as permitted under this Agreement;
• modify, copy, or create derivative works based on the Services or any part, feature, function, or user interface thereof;
• frame or mirror any part of the Services, other than on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation; or
• except to the extent permitted by applicable law, disassemble, reverse-engineer, or decompile the Services, or access them to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, or graphics, or (3) copy any ideas, features, functions, or graphics of the Services.

6.5 · Return and deletion of Customer Data

Company will make Customer Data available for up to 30 days after the Agreement ends so Customer can extract its data. After that 30-day period, Company has no obligation to maintain or provide any Customer Data. No more than 180 days after expiration or termination of a subscription, Company disables the account and deletes all Customer Data from the domain. Once the maximum retention period for any data has elapsed, the data is rendered unrecoverable.

6.6 · Documentation

"Documentation" means Company's online help, FAQs, user guides, Data Processing Agreement, training manuals, and similar product documentation for the Services, as updated or revised by Company from time to time.

7.1 · Assignment

Neither party may assign any of its rights or obligations under this Agreement without the other party's prior written consent (not to be unreasonably withheld) — except that either party may assign this Agreement (including all Order Forms) without consent to its Affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets. If a party is acquired by, sells substantially all its assets to, or undergoes a change of control in favor of a direct competitor of the other party, the other party may terminate this Agreement upon written notice, and Company will refund any prepaid Fees covering the remainder of the term of all subscriptions after the effective date of termination.

7.2 · Relationship of the parties; no third-party beneficiaries

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Each party is solely responsible for compensation owed to its employees and all employment-related taxes. There are no third-party beneficiaries under this Agreement.

7.3 · Surviving provisions

The sections titled "Fees, Invoicing, and Payment," "Reservation of Intellectual Property Rights," "Protection of Confidential Information," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Core Operational Terms," and "General Provisions" survive any termination or expiration of this Agreement. The section titled "Protection of Customer Data" survives for so long as Company retains possession of Customer Data.

7.4 · Export compliance and anti-corruption

The Services may be subject to export laws and regulations of the United States and other jurisdictions. Company and Customer each represent that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S. embargoed country or region, or in violation of any U.S. export law or regulation. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement; reasonable gifts and entertainment provided in the ordinary course do not violate this restriction.

7.5 · Force majeure

Neither party will be in breach due to any delay or failure to perform resulting from any cause or condition beyond its reasonable control. If a force majeure event delays or prevents Company's performance, the Fees will be equitably adjusted. The party seeking relief must (i) provide notice of the circumstances as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate them, and (iii) resume performance as soon as practicable. If the failure or delay continues for more than 30 days, the other party may terminate this Agreement without liability — except that if Customer terminates for Company's failure, Company shall provide a pro-rated refund of any prepaid Fees for the remaining portion of the subscription term. This section does not apply to accrued payment obligations.

7.6 · Notices, governing law, and venue

This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles. In the event of any action arising out of this Agreement, the parties consent to personal jurisdiction and exclusive venue in the state and federal courts located in Kent County, Delaware. Except as otherwise specified, all notices related to this Agreement will be in writing and effective upon (a) personal delivery, (b) the second business day after mailing to the parties at the address in the applicable Order Form, or (c) — except for notices of termination, dispute, lawsuit, or an indemnifiable claim ("Legal Notices"), which must be clearly identifiable as Legal Notices — the day of sending by e-mail, to Company at legal@envytory.com or to Customer at the e-mail provided in the Order Form.

7.7 · Entire agreement, order of precedence, waiver, and severability

This Agreement is the entire agreement between Company and Customer regarding Customer's use of the Services, and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral, concerning its subject matter. Any term or condition stated in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency, the order of precedence is: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings are for convenience only. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions will remain in effect.