The following terms and conditions, together with any referenced documents (collectively, “Terms of Use” ) are a legal agreement between you or the legal entity on whose behalf you accept these terms (collectively, “you” and “your”), and Enveritas, Inc. (“Enveritas,” “we,” “us” and “our”). The Terms of Use apply to Enveritas’s Website (as defined below).
IMPORTANT: THESE TERMS OF USE FORM A BINDING CONTRACT BETWEEN YOU AND US WHEN ACCEPTED BY YOU. YOU ACCEPT THESE TERMS OF USE BY ACCESSING OR USING THE WEBSITE OR INDICATING ACCEPTANCE OF THESE TERMS WHEN THEY ARE PRESENTED ONLINE, SUCH AS BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “ACCEPT” OR SIMILAR LEGEND. THE INDIVIDUAL ACCEPTING THESE TERMS OF USE ON BEHALF OF AN ENTITY REPRESENTS AND WARRANTS THAT THEY ARE AUTHORIZED TO REPRESENT THE ENTITY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE WEBSITE.
CLIENTS: IF YOU ARE A CLIENT OF ENVERITAS, YOUR ACCEPTANCE OF THESE TERMS OF USE WILL AMEND YOUR EXISTING AGREEMENT WITH ENVERITAS. SEE SECTION 2 BELOW FOR MORE INFORMATION.
In consideration of the parties’ respective rights and obligations that are described in these Terms of Use, the parties hereby agree as follows:
The term “Website ” means Enveritas’ and its affiliates’ websites, including without limitation those found at www.enveritas.org (and associated subdomains) and the Website Content therein. “Website Content” means any information, software, text, displays, images, video, audio recordings, files available for download, and user interfaces included in or generated by the Website, and the design, selection and arrangement thereof.
We may revise and update the Website and these Terms of Use from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we have made, as they are binding on you. All material changes apply prospectively only. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. When accepted by you, the revised Terms of Use automatically revoke any license or other rights that we granted to you under the prior version.
To access portions of the Website or certain resources, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website, and you represent and warrant that you are of the legal age of majority in the jurisdiction in which you reside and that all information you provide is correct, current, and complete. If you choose, or you are provided with, a username, password, or other access credentials as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party or otherwise allow any third party to use your account. You agree that you are solely responsible to us for all activities identified with your account. You agree to immediately notify Enveritas of any unauthorized use of your username or password or any other breach of security. Enveritas has the absolute right to disable any username or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms of Use.
PrivacyPersonal information or data collected about you by this Website is processed in accordance with our Privacy Policy, which is incorporated by reference. By providing Enveritas with account information, you authorize Enveritas to use such information to contact you regarding your use of the Website.
Enveritas Client PortalIf you are a client of certain Enveritas services, you may be granted access to a private and confidential services made accessible to you through dedicated sections of our Website (“Client Portal”), contingent on an effective separate agreement between you and Enveritas (the “Master Funding Agreement”). By using the Client Portal, you agree to amend the Master Funding Agreement by adding these Terms of Use thereto as an attachment (“Attachment A ”) that is incorporated therein by reference.
Enveritas may use the Client Portal to provide you with deliverables and other materials pursuant to the Master Funding Agreement (“Client Materials ”). Within the Client Portal, you may read and download the Client Materials. Client Materials may only be used for purposes explicitly permitted by the Master Agreement. In accordance with any guidelines you might provide, Enveritas may display your logo within designated areas of the Client Portal and in downloaded Client Materials, as well as in other materials solely to reference that you are a client of Enveritas.
Pursuant to the Master Funding Agreement, the Client Portal may require payment in order to access certain Client Materials, in which case you will provide us (or our payment processor) with valid and updated payment information, and you authorize us to charge such payment method for the requested Client Materials as specified within your Client Portal account. Such charges will be made in accordance with the billing frequency specified in the Master Funding Agreement.
Once Enveritas grants you access to the Client Portal, your right to maintain access to the Client Portal will be subject to these Terms of Use, but such access will be automatically terminated without notice if the Master Funding Agreement terminates or expires. If these Terms of Use are terminated by Enveritas pursuant to the termination provisions herein, Enveritas may also immediately terminate the Master Funding Agreement upon notice to you without any further obligation or liability. Within 7 days of termination or expiration of the MFA or these Terms of Use, upon request, Enveritas will assist you in downloading any Client Materials to which you are entitled under the MFA.
In case of a conflict or ambiguity between these Terms of Use and the Master Funding Agreement, these Terms of Use will control except with respect to the “Governing Law and Jurisdiction” provision herein.
Except for the rights expressly granted in these Terms of Use, Enveritas and its licensors own and reserve all rights, title, and interest in and to the Enveritas Technology and Enveritas does not grant you any other rights, express or implied or by estoppel. As used herein, “Enveritas Technology” means: (a) the Website, including all Website Content; (b) the Enveritas technology, methodologies, and data used to generate, display, or perform any Website Content or any Client Materials (including, without limitation, software, algorithms, models, and any documentation related thereto, etc.); (c) any modifications, derivative works, or data derived from any of the foregoing, however made; and (d) intellectual property anywhere in the world relating to the foregoing.
Website ContentExcept as expressly stated herein or where there is a prominent and explicit license to the contrary, you may not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any Website Content without Enveritas’s express prior written consent. The Website may not be framed on any other site. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. If you decide to access any of the third-party websites linked from this Website, you do so entirely at your own risk and subject to the applicable terms and conditions of use for such websites.
Enveritas TrademarksEnveritas, the Enveritas logo, and other Enveritas marks are trademarks and/or registered trademarks of Enveritas, Inc., or its affiliates or licensors, in the United States and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated.
Feedback & SuggestionsIf you send us any information, ideas, or suggestions, those communications will not be confidential and we reserve the right to reproduce, use, disclose and distribute such communications without any obligation to you.
You may not (and may not permit others to) do, or attempt to do, any of the following with the Enveritas Technology, or any portion thereof:
reverse engineer, disassemble, or decompile it, or discover or disclose the underlying source code, algorithms, methodologies, etc., therein;
re-identify the data subject of any data that has been de-identified, anonymized or pseudonymized;
engage in “screen scraping,” “database scraping,” “data mining,” the use of web “bots,” or any other activity (including use of your software or third-party software to make calls to Enveritas Technology APIs) other than human interaction with the Website user interface with the purpose of obtaining any data or content;
train, test, or otherwise improve an artificial intelligence or machine learning model without Enveritas’s written consent;
remove, obscure, or alter any notice of intellectual property rights;
violate any applicable law or any third-party rights of privacy or intellectual property rights;
permit the use of a single login credential by more than one natural person;
circumvent, modify, or disable the authentication technology, technical restrictions, digital rights management mechanisms, or any other security measures therein;
use it for the purpose of building a competitive product or service or copying its features or user interface (this restriction does not prohibit independent development without reference to the Enveritas Technology); or
use it in any manner that, in Enveritas’ reasonable judgment, disrupts its security, integrity, or operation.
If you become aware of any violation of these Terms of Use by any person, including other users or third parties, you must immediately notify Enveritas via e-mail to legal@enveritas.org.
Trade Law RestrictionsThe Enveritas Technology may be provided subject to the U.S. Export Administration Regulations and the regulations of other jurisdictions (e.g., the European Union). Diversion contrary to applicable law is prohibited. Without limiting the foregoing, you warrant that: (i) you are not, and you are not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States or other applicable government body has prohibited export transactions (e.g., Iran, North Korea, etc.); and (ii) you are not, and you are not acting on behalf of, any person or entity listed on a relevant list of persons to whom export is prohibited (e.g., the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, the U.S. Commerce Department Denied Persons List or Entity List, etc.).
Enveritas may terminate these Terms of Use at any time for any reason by giving you written notice, and all licenses, permissions and other rights granted to you hereunder will immediately terminate. Notwithstanding the termination of these Terms of Use for any reason, Sections 3 (Intellectual Property) and 5 (Legal Considerations) herein will survive.Enveritas has the right but not the obligation to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Enveritas Technology.
Disclaimer of WarrantiesTHE WEBSITE IS PROVIDED TO YOU BY ENVERITAS ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. NEITHER ENVERITAS NOR ANY PERSON ASSOCIATED WITH ENVERITAS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, SUITABILITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. TO THE MAXIMUM EXTENT ALLOWED BY LAW, ENVERITAS DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
IndemnificationTo the maximum extent permitted by applicable laws, you agree to defend, indemnify and hold us, our affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and other costs of defense) resulting from your violation of these Terms of Use or your use of the Website.
We will be entitled, at our sole expense, to participate in the defense and settlement of the claim or action with counsel of our choosing. You may not settle any claims without our prior written consent (which will not be unreasonably withheld). You will have no obligation to indemnify Enveritas against a claim to the extent that a claim is based on the alleged infringement of intellectual property rights by Enveritas.
Limitation of LiabilityEXCEPT TO THE EXTENT THAT A DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL ENVERITAS OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, COMPUTER FAILURE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Governing Law and JurisdictionThese Terms of Use will be governed by and construed in accordance with the laws of the State of New York, USA, without reference to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply. With respect to all matters related to these Terms of Use, the Parties consent to exclusive jurisdiction and venue in the courts of the State of New York located in New York City. The Parties waive any claim that such courts are an improper or inconvenient forum.
GeneralNo waiver of these Terms of Use by us will be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of ours to assert a right or provision under these Terms of Use will not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be modified to reflect the parties’ intention and only to the extent necessary to make the term enforceable. The remaining provisions will remain in effect.
There are no third-party beneficiaries to these Terms of Use.
Entire AgreementExcept as expressly stated herein, these Terms of Use constitute the sole and entire agreement between you and us with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.