1. Introduction
This Agreement governs your use of Envue Evals' services, including but not limited to our website, applications, reports, analytics, and feedback tools (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these terms. This Agreement includes the General Terms, any applicable Service Agreements, and any privacy-related documents executed by you and Envue Evals.

1.1 Definitions
In this Agreement, the following terms have the following meanings:

(a) Envue Evals, we, us, or our means the relevant Envue Evals entity.
(b) Confidential Information means any information disclosed by a party (the "Discloser") to the other party (the "Recipient") in connection with the use of the Services that is marked as confidential or would reasonably be considered confidential under the circumstances.
(c) Customer, you, or your means the entity or person indicated in the relevant section of the Service Agreement.
(d) Customer Data means any content or data that you or your Users submit or transfer to Envue Evals using the Services (including personal data or survey responses). Customer Data is considered the Customer’s Confidential Information.
(e) Datasets means aggregated and de-identified collections of data derived from Customer Data (These Datasets are created for the purpose of analyzing trends, improving Services, and conducting research. Datasets do not include any information that directly or indirectly identifies any specific Customer, User, or organization. They are used to develop and enhance Envue Evals' systems and may be shared publicly in aggregated form, but will never contain identifiable information about individual Customers or Users).
(f) Effective Date means the date that the Customer signs the Service Agreement.
(g) Intellectual Property Rights, or IPR means any and all intellectual property rights, including but not limited to patents, copyrights, trademarks, service marks, trade secrets, know-how, and other proprietary rights, whether registered or unregistered, existing now or in the future, anywhere in the world. IPR also includes applications for and registrations of any of these rights, as well as all related rights recognized under any applicable law globally.
(h) Professional Services means, if applicable, services such as consulting, training, or customization provided by Envue Evals in addition to the core Services. Professional Services together with services described in the General Terms are the “Services”.
(i) Reports means any output or analysis generated by the Services.
(j) Respondent means an individual who participates in a survey conducted using the Envue Evals service.
(k) Service Agreement means any contractual document, including but not limited to a Statement of Work (SOW), Service Order, or any other formal agreement, between Envue Evals and a client outlining the scope, deliverables, timelines, and terms of the services to be provided.
(l) Service Improvement means work carried out by Envue Evals to improve the Services, including work in respect of benchmarking, text analytics, attrition prediction, algorithm improvements, comment translation and the development and provision of additional services and functionality.
(m) Term means the length of time beginning on the Effective Date and ending on the last day of a then current Service Agreement Term (that has not been renewed).
(n) User means any person or entity to whom you provide access to our Services or products of our services, including any administrators or managers of your account or survey respondents, inclusive of employees or personnel of your affiliates you allow access to the Services.

2. Services
2.1 Scope of Services
Envue Evals offers comprehensive organizational evaluations designed to provide specific and actionable insights. Our offerings include the following:

(a) Core Services: Envue Evals delivers Excel Dashboard Reports, which require clients to use or have access to Microsoft Excel. These reports are generated from data collected via employee surveys, focusing on metrics such as employee satisfaction and turnover intention. The purchasing organization is responsible for distributing these survey links to their employees.
(b) Additional Services: In addition to our core services, Envue Evals offers the design and development of custom surveys tailored to meet the specific needs of the purchasing organization. These custom solutions include the provision of survey links for distribution by the organization to their employees.
(c) Professional Services: Envue Evals also provides Professional Services, which encompass consulting, training, and customization services to enhance the effectiveness of our core services. These Professional Services are designed to offer deeper insights and tailored solutions, helping organizations to address specific challenges and achieve their goals. Professional Services, together with the services described in the General Terms, constitute the "Services" offered by Envue Evals.
 

2.2 Changes to Services
Envue Evals is committed to continuously improving and enhancing our Services. We reserve the right to modify the Services at any time without prior notice. However, if a modification results in a significant decrease in the overall functionality of the Services, we will provide reasonable prior notice to affected customers. In such cases, customers may terminate this Agreement under the terms set forth in the Potential Infringement clause (9.3) if the changes materially impact the agreed-upon functionalities.
 

2.3 Suspension of Services
Envue Evals reserves the right to suspend or terminate access to the Services for any Customer or User in the event of non-payment, violation of this Agreement, or other circumstances deemed necessary by Envue Evals. Suspension or termination may occur with or without prior notice, depending on the severity of the issue. During suspension, Customers may not access the Services, and any data associated with the Customer's account may be temporarily inaccessible.
 

2.4 Third-Party Services
Envue Evals may utilize third-party services and software for various aspects of data collection, analysis, and storage. These include, but are not limited to, Microsoft Forms for survey collection, Microsoft OneDrive and SharePoint for data hosting, and R, R-Studio, and Microsoft Excel for data analysis and reporting.

If you use any third-party service in conjunction with the Services (for example, Microsoft OneDrive, or Microsoft Excel for report viewing), you acknowledge that these third-party services may access or use the Customer Data. Envue Evals is not responsible for any act or omission of the third party, including such third party’s use of Customer Data. Envue Evals does not warrant or support any third-party service, and any issues arising from your use of these third-party services should be directed to the respective third party.

3. Fees and Payments
3.1 Fees for Service
The fees for the Services provided by Envue Evals are specified in the Service Agreement and may vary based on the scope and nature of the engagement. Our pricing structure includes fees for Core Services, Additional Services, and Product Sales. The cost of Core Services, such as Excel Dashboard Reports and employee satisfaction evaluations, is determined based on the requirements and scale of the project. Additional Services, including custom evaluator design and deployment, may incur additional charges.

(a) Payment for the initial engagement consists of three installments: an initial payment due upon contract execution, a second payment due upon delivery of the live evaluation link, and a final payment due upon delivery of the completed report.
(b) For subsequent engagements within the same contracted period, payment is structured as follows: a first payment due upon delivery of the live evaluation link and a final payment due upon delivery of the completed report.

The number of engagements within a contracted period will vary based on the selected engagement tier: quarterly, bi-annually, or annually.

All fees are quoted in USD unless otherwise specified in the Specific Service Agreement.
 

3.2 User Increases
Envue Evals charges fees based on the number of Users who submit surveys during a contract term. At the beginning of each individual contract term, we will assess your User count and charge accordingly. If your use of the Services exceeds the User limit indicated in the Service Contract during a contract term, we may charge you for the additional Users on a pro rata basis for the remainder of that contract term and any subsequent contracts. The additional charges will be based on the prevailing rates for the Services.
 

3.3 Payments
Payments for the Services are due in accordance with the terms specified in the Service Agreement. All payments must be made through our payment processing partner, Bonsai, and are subject to their terms and conditions. Invoices are issued electronically, and payments are due upon receipt unless otherwise agreed upon in writing. If you fail to make a payment by the due date, Envue Evals reserves the right to suspend or terminate your access to the Services until the outstanding amounts are paid. Late payments may incur interest charges at the maximum rate permitted by law.
 

3.4 Taxes
All fees for Services exclude sales tax, unless otherwise stated in the Service Agreement. You are responsible for all applicable taxes or duties payable under applicable law relating to the Services provided under this Agreement, including any penalties or interest. If Envue Evals is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide valid evidence that no tax should be invoiced. Envue Evals is responsible for any income taxes payable by Envue Evals itself.

4. Data Protection
4.1 Privacy
In the course of using Envue Evals' Services, you and your Users may transfer Customer Data, which may include personal data, to us. By providing this data, you consent to its use, transfer, processing, and storage in accordance with this Agreement and all applicable laws and regulations.

Envue Evals is committed to protecting the privacy and personal data of its customers and users and adheres to all relevant data protection laws. We process demographic and organizationally associated Customer Data solely to provide the Services and as otherwise permitted or required by law. Additionally, we may utilize anonymized or aggregated Customer Data for advertising, marketing, research, and analytical purposes to enhance the Services offered by Envue Evals. This anonymized or aggregated data will not identify any specific customer, organization, or individual user.
 

4.2 Security
Envue Evals stores and processes Customer Data in a manner consistent with industry security standards. We have implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Customer Data. These measures include encryption, access controls, and regular security assessments to mitigate the risk of unauthorized access, disclosure, alteration, or destruction of Customer Data. We employ industry-leading cloud storage platforms such as Microsoft OneDrive and SharePoint, combined with robust access controls through Azure Active Directory. All users are required to employ two-factor authentication to access our systems, providing an extra layer of security.
 

4.3 Disaster Recovery
Envue Evals has established disaster recovery protocols to ensure the resilience and availability of our Services and the protection of Customer Data. Our disaster recovery plan includes data backup and recovery procedures, redundancy measures, and regular testing to ensure quick restoration of Services in the event of a system failure or data loss incident. While we strive to maintain continuous service availability, we cannot guarantee uninterrupted access to the Services and recommend that you maintain backup copies of your data as well.
 

4.4 Survey Response Confidentiality
Envue Evals is committed to maintaining the confidentiality and anonymity of survey respondents and individual users of our Services. To ensure this, we provide a Confidentiality Notice to survey respondents and individual users of our Services at the time of their engagement. The Confidentiality Notice outlines the degree of confidentiality and anonymity guaranteed to respondents, as determined on a per-survey basis by Envue Evals or the organization conducting the survey.
For the purposes of this Agreement, "Confidentiality Notice" refers to:

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(i) A notice provided to survey respondents at the time they are answering a survey conducted through our Services. This notice specifies the extent to which a respondent's confidentiality and anonymity will be maintained.

(ii) A notice provided to individual users of our other Services, detailing the confidentiality terms applicable when interacting with our Services.

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Envue Evals must provide a Confidentiality Notice for each survey conducted. The contents of the Confidentiality Notice are legally binding and govern the handling, use, and disclosure of the survey responses. You acknowledge and agree that:
 

(a) Your right to access Customer Data, including survey responses, is subject to the terms of any relevant Confidentiality Notice provided to your Users by Envue Evals through the Services; and
(b) Envue Evals' ability to disclose or transfer Customer Data to you is similarly constrained by the terms outlined in the Confidentiality Notice provided to your Users.

4.5 Limitations on Data Access, Disclosure, and Deletions
To preserve the integrity of our proprietary evaluation items and scales, raw data is not made available to any employee or organization. Access to individual responses is provided only in an aggregated final reporting format. Under no circumstances will scale measures or raw data be disclosed at the item level to individual employees or the organization.

Since Envue Evals does not collect directly identifiable employee data, we cannot verify the identities of employees who complete our evaluations. Therefore, we are unable to fulfill requests for data access or deletion by the Customer or individual employee Users. We take all reasonable steps to ensure that survey responses are anonymized and that individual respondents cannot be identified, except as otherwise required by law.

This approach is designed to protect the privacy of survey respondents and maintain the confidentiality of the data collected, ensuring that the findings and data are used appropriately and in accordance with the agreed-upon terms.

5. Confidentiality
5.1 Confidential Information Definition
In this Agreement, "Confidential Information" refers to any information disclosed by a party (the "Discloser") to the other party (the "Recipient") in connection with the use of the Services that is marked as confidential or would reasonably be considered confidential under the circumstances. Customer Data is considered the Customer’s Confidential Information. Confidential Information does not include any information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully knew; (c) was rightfully provided to the Recipient by a third party free of any confidentiality duties or obligations; or (d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information, as demonstrated by documentary evidence.

5.2 Confidentiality Obligations
The Recipient agrees to: (a) protect the Discloser’s Confidential Information using commercially reasonable efforts and at least the same level of care it uses to protect its own Confidential Information; (b) not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to maintain its confidentiality; (c) only use the Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement; and (d) ensure that its affiliates, employees, directors, contractors, agents, and professional advisors only use the Discloser’s Confidential Information to exercise their rights and fulfill their obligations under this Agreement.

5.3 Compelled Disclosure
The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after, if permitted by law: (a) using commercially reasonable efforts to notify the Discloser in writing; (b) providing the Discloser the opportunity to challenge the requirement to disclose; and (c) cooperating with the Discloser if the Discloser seeks an appropriate protective order.

6. Intellectual Property
6.1 Intellectual Property Rights Definition
In this Agreement, "Intellectual Property Rights" (IPR) refers to any and all intellectual property rights, including but not limited to patents, copyrights, trademarks, service marks, trade secrets, know-how, and other proprietary rights, whether registered or unregistered, existing now or in the future, anywhere in the world. IPR also includes applications for and registrations of any of these rights, as well as all related rights recognized under any applicable law globally.

6.2 Customer Intellectual Property Rights
You retain all ownership and Intellectual Property Rights to customer-specific demographic data and organizationally associated Customer Data. Envue Evals does not claim ownership of any Customer Data. This Agreement does not grant us any licenses or rights to Customer Data except for the licenses granted in Sections 6.3 and 6.4 below, or as otherwise necessary to provide the Services to you or your Users.

6.3 License for Services

(a) Envue Evals’ License to Customer Data: Envue Evals is granted a worldwide, royalty-free license to use, reproduce, distribute, modify, adapt, create derivative works from, or archive Customer Data solely for the purpose of providing the Services as described in this Agreement.
(b) Customer’s License to Use Services and Reports: Subject to payment of all applicable fees, the Customer is granted access to the Services and the Reports generated from them for internal use only, in accordance with this Agreement. The Customer may not resell, sublicense, or distribute the Services or Reports without Envue Evals’ prior written consent.

6.4 License for Service Improvement
You grant Envue Evals a worldwide, royalty-free license to use, reproduce, distribute, modify, adapt, create derivative works from, or archive Customer Data for the following purposes: (i) Creating de-identified and aggregated data ("Datasets") for the purpose of Service Improvement; and (ii) Using such Datasets to enhance and develop the Services.

Datasets may be made publicly available and used after the termination of this Agreement, provided that they do not directly or indirectly identify the Customer, its Users, or any specific organization associated with the Customer. Envue Evals will not use the organization name or user identities in association with any Datasets.

6.5 Customer Data Review
You acknowledge that, in order to complete the Services outlined and to ensure compliance with legal obligations, Envue Evals may need to review certain content submitted to the Services to determine if it is illegal or violates this Agreement (e.g., when unlawful conduct or content is reported to us). Envue Evals may prevent access to or refuse to display content that we reasonably believe violates the law or this Agreement.

Additionally, you agree that Envue Evals may use your aggregated metrics and data to identify you for other associated services we offer. This enables us to provide tailored recommendations and ensure you receive the most relevant services to enhance your organizational outcomes.

6.6 Customer Feedback
If you provide us with any feedback regarding the Services, Envue Evals may use that feedback without any obligation to you. Any feedback used by Envue Evals will be anonymized and will not publicly identify you or your Users.

6.7 Publicity
Envue Evals may identify you (by name and logo) as a customer of Envue Evals in promotional materials or during promotional events. If you do not wish for your name and/or logo to be used in this manner, please contact our Customer Success team. Notwithstanding this, while Envue Evals may publicly acknowledge that you are a customer, your organization name or user identities will never be associated with or used in any Datasets as outlined in Section 6.4.

6.8 Envue Evals Intellectual Property Rights
Nothing in this Agreement or from your use of the Services grants you: (i) ownership in the Services or the content (including Reports) you access through the Services (other than Customer Data); and (ii) any right to use any Envue Evals logos or other Intellectual Property Rights contained in our brand identity.

Envue Evals retains exclusive ownership of the Services, including any underlying technology, software, data, and algorithms. This includes, but is not limited to, reports, reporting methodologies, survey questions written by Envue Evals Specialists, modifications to the Services, improvements/upgrades to the Services, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products.

6.9 Envue Evals Sub-Processors

(a) Use of Sub-processors: You acknowledge and agree that Envue Evals may engage third-party sub-processors to assist in delivering the Services. These sub-processors may include, but are not limited to, vendors for data storage, analysis tools, and support services.
(b) Access to Customer Data: Envue Evals and its sub-processors may access your account and Customer Data as necessary to provide, maintain, and improve the Services, and to respond to support requests. This access includes, but is not limited to, the use, modification, reproduction, distribution, display, and disclosure of Customer Data as required for these purposes.
(c) Sub-processor Obligations: Envue Evals will ensure that all sub-processors are bound by confidentiality obligations that are substantially consistent with the standards described in this Agreement. Sub-processors will only be granted access to your account and Customer Data to the extent necessary to perform their specific roles in delivering the Services.
(d) Data Transfer Restrictions: Envue Evals requires all sub-processors to comply with data transfer restrictions applicable to personal information as outlined in this Agreement. This includes ensuring that any personal data transferred to sub-processors is handled in accordance with applicable data protection laws and regulations.
(e) Responsibility for Sub-processors: Envue Evals remains responsible for the actions and omissions of its sub-processors in relation to the performance of their roles under this Agreement. Envue Evals will take reasonable steps to ensure that any sub-processor it engages will maintain the confidentiality and security of Customer Data in accordance with this Agreement.

7. Data Security and Access for Deliverables
You are responsible for the security and confidentiality of all evaluation materials, including but not limited to evaluation links, reports, and associated data. You must restrict access to these materials to authorized individuals on a need-to-know basis. You are responsible for any unauthorized access to, or use of, these materials, whether or not you authorized that activity. If you become aware of any unauthorized access to, or use of, these materials, you should immediately notify your Evaluation Specialist or our Customer Success Team (Support@EnvueEvals.com - include 'URGENT' in the subject line).
 

7.1 System Requirements
To access and utilize the Services, including the ability to view reports, Microsoft Excel Desktop is required. You are responsible for maintaining and updating your operating systems, Internet browsers, Microsoft Excel, and other software that you or your Users use to access and use the Services.

8. Customer Obligations
8.1 Legal Compliance
Customer shall use the Services in compliance with all applicable laws, regulations, and internal company policies. Customer is solely responsible for complying with any industry-specific regulations applicable to its use of the Services. Customer shall not use the Services in a manner that would subject Envue Evals to any industry-specific regulations, including but not limited to the Children’s Online Privacy Protection Act (COPPA), Payment Card Industry Data Security Standard (PCI DSS), and Health Insurance Portability and Accountability Act (HIPAA). Customer acknowledges and agrees that Customer Data shall not include government-issued identification numbers, personal financial information, or protected health information. Envue Evals shall not be liable for any claims or damages arising from Customer’s violation of this provision.
 

8.2 Unacceptable Uses
You are responsible for your conduct and the conduct of your Users. You must ensure that you and your Users do not engage in the following activities:

(a) Misuse of Services: Interfere with the normal operation of the Services or attempt to access them using a method other than through the interfaces and instructions provided by Envue Evals.
(b) Circumvention: Attempt to circumvent any limitations that Envue Evals imposes on your account or deliverables, including but not limited to any User access limits in a deliverable.
(c) Unauthorized Access: Probe, scan, or test the vulnerability of any Envue Evals system or network without prior written authorization from Envue Evals.
(d) Reverse Engineering: Decipher, decompile, disassemble, translate, create derivative works, reverse engineer, or otherwise attempt to reconstruct, identify, or discover any source code, algorithms, underlying ideas, or user interface techniques in the Services or any software used to provide the Services.
(e) Confidentiality Breach: Directly or indirectly identify a User contrary to the terms of any Confidentiality Notice or other privacy agreement.
(f) Intellectual Property Infringement: Use the Services to infringe on the Intellectual Property Rights of others or to commit any unlawful activity.
(g) License and Use Restrictions: Attempt to circumvent any license, timing, or use restrictions that are built into the Services.
(h) Unauthorized Use for Third Parties: Lend, resell, lease, sublicense, or otherwise use the Services for the benefit of a third party without authorization from Envue Evals.
(i) Misuse of Evaluation Findings: Use the evaluation findings beyond their intended scope. The evaluation is designed to provide an overall organizational assessment and is not intended to identify or assess individual employee performance or suitability for employment. Using evaluation results for employment decisions, such as hiring, promotion, demotion, or termination, is strictly prohibited. The findings are based on aggregated data and specific methodologies; while efforts are made to ensure data accuracy and completeness, the results may not capture all organizational aspects. Interpret the results within the context of the specific evaluation design and limitations. Reported correlations are statistical estimates and do not establish causal relationships, and further research is required to determine causal impacts.
(j) Data Misuse: Misuse the data collected, such as using it to make definitive judgments about individual employees. Employee responses, including open-ended text, are provided as part of aggregated analysis and reporting. Employees are advised to avoid sharing personally identifiable information or any information that could lead to disciplinary action or legal consequences. The information collected is intended to understand overall organizational trends and should not be used to identify individuals.
 

8.3 Customer Administrators
As a customer of Envue Evals, you must adhere to the following responsibilities regarding your Users:

(a) Compliance with Terms: Ensure that your Users comply with all provisions outlined in clause 8.2, including but not limited to acceptable uses, restrictions, and the confidentiality obligations.
(b) Obtaining Consents: Secure any necessary consents from each User to allow you, as well as the administrators or managers of your account, to engage in the activities described in this Agreement. This includes, but is not limited to, consent for data collection, processing, and any other actions required by applicable law. Such consents must be obtained in a manner that complies with all relevant legal requirements and privacy regulations.
(c) Service Provision Consents: Obtain any necessary consents from each User to permit Envue Evals to provide the Services, including but not limited to the processing and analysis of survey responses and other data. This consent must ensure compliance with applicable privacy and data protection laws.
(d) Age Restrictions: You must not provide any person under the age of 16 with access to the Services unless otherwise permitted by applicable law. It is your responsibility to verify the age of your Users and ensure that they meet the legal requirements for data collection and service provision under applicable laws.

These responsibilities are crucial for maintaining the integrity and legality of the data collection and processing activities facilitated through Envue Evals' Services. You agree to indemnify and hold Envue Evals harmless from any liability arising from your failure to comply with these obligations.
 

8.4 Suspension and Termination
Envue Evals reserves the right to terminate this Agreement or take other appropriate action in case of any violation of Section 8.2. If a User breaches any subsection of Section 8.2 or otherwise uses the Services in a manner that Envue Evals reasonably believes may cause liability, Envue Evals may request that you suspend the User's access until the breach is resolved or the improper use ceases. If you fail to comply with such a request, Envue Evals may suspend or cancel the Services provided under this Agreement.

9. Termination
9.1 Termination at End of Service Term
If your Service Agreement specifies that your account will not auto-renew, the Services will terminate at the end of the Service Term without any further action required from you.
 

9.2 Termination for Cause
Either party may suspend performance or terminate this Agreement if the other party: (a) materially breaches this Agreement and fails to cure the breach within 30 days after receiving written notice; or (b) ceases business operations or becomes subject to insolvency proceedings that are not dismissed within 90 days.
Envue Evals may also immediately terminate this Agreement if:

(i) any payment owed by you to Envue Evals is more than 30 days overdue; or
(ii) you breach any provision outlined in Section 8.2.

 

9.3 Termination for Material Decrease in Functionality
If Envue Evals makes a change to the Services resulting in an overall material decrease in their functionality, you may terminate this Agreement immediately by providing written notice to Envue Evals. Upon receiving such notice, Envue Evals will provide a pro-rata refund of any prepaid fees applicable to the period following the termination date.
 

9.4 Consequences of Termination
Upon termination of this Agreement: (a) If terminated by you due to a breach by Envue Evals, we will provide a pro-rata refund for any prepaid fees applicable to the period following termination. (b) If terminated by Envue Evals due to a breach by you, you will be billed for any accrued but unbilled fees for the Service Term, and you will remain liable for any outstanding invoices as of the termination date.

Termination or expiration of this Agreement does not relieve you of any fees payable for the period prior to the termination date.
 

9.5 Survival
The following clauses, including all applicable subclauses, will survive the termination of this Agreement: Clauses 3 (Fees and Payments), 4.3 (Disaster Recovery), 4.4 (Survey Response Confidentiality), 5 (Confidentiality), 6.3 (License for Services), 6.4 (License for Service Improvement), 9 (Termination), 11 (Indemnities), 12 (Disclaimers and Limitations of Liability), 14 (Dispute Resolution), and 15 (Other Terms). These provisions will continue to apply and be enforceable despite the termination or expiration of this Agreement.

10 Warranties
10.1 Warranties
Each party represents and warrants that it: (a) has full power and authority to enter into this Agreement; and (b) will comply with all laws and regulations applicable to its provision or use of the Services.

11. Indemnities
11.1 Indemnification by Customer
You agree to indemnify, defend, and hold harmless Envue Evals, its affiliates, and their respective officers, directors, employees, and agents from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs of defense) arising from or related to any third-party claims, demands, actions, or proceedings brought against Envue Evals alleging:

(a) infringement of Intellectual Property Rights or misuse of Customer Data provided by you or your Users;
(b) breach of clause 8.2 by you or your Users; or
(c) any other violation of applicable laws or regulations by you or your Users.

 

11.2 Indemnification by Envue Evals
Envue Evals agrees to indemnify, defend, and hold you harmless from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and costs of defense) arising from or related to any third-party claims, demands, actions, or proceedings alleging that the technology used to provide the Services infringes any Intellectual Property Rights of such third party. This obligation does not apply to claims arising from:

(a) your or your Users’ use of the Services in a manner not authorized by this Agreement;
(b) modifications to the Services not made by Envue Evals;
(c) your or your Users’ combination of the Services with other products, services, data, or business processes not provided or authorized by Envue Evals; or
(d) designs or specifications provided by you that caused such infringement claim.
 

11.3 Potential Infringement
If Envue Evals believes the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, Envue Evals may, at its sole discretion and expense:

(a) obtain the right for you to continue using the Services;
(b) provide a non-infringing, functionally equivalent alternative; or
(c) modify the Services so they no longer infringe.

If none of the foregoing options are commercially reasonable, Envue Evals may terminate your use of the affected Services and provide you with a pro rata refund of any prepaid fees applicable to the period following the termination of such Services.
 

11.4 Indemnification Procedures
To seek indemnification under this Agreement, the indemnified party must:

(a) promptly notify the indemnifying party in writing of the claim, providing reasonable detail of the nature of the claim;
(b) cooperate with the indemnifying party, at the indemnifying party’s expense, in the defense of the claim; and
(c) permit the indemnifying party to control the defense and settlement of the claim, except that the indemnifying party may not settle the claim without the indemnified party’s prior written consent if the settlement requires the indemnified party to admit liability or pay any amount not covered by the indemnification.

The indemnified party may, at its own expense, participate in the defense of the claim with its own counsel. Nothing in this Agreement limits or restricts either party's obligation to mitigate any loss or damage which may give rise to a claim under this Agreement.

These indemnities are the exclusive remedies available under this Agreement for any claim related to the infringement of a third party’s Intellectual Property Rights by the other party's services or actions.

12 Disclaimers and Limitations of Liability
12.1 Disclaimers
To the fullest extent permitted by applicable law, the Services provided by Envue Evals are offered on an "as is" and "as available" basis. Except as expressly stated in this Agreement, Envue Evals makes no warranties, whether express, implied, statutory, or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, or any other warranties that may arise from course of dealing, course of performance, or usage of trade.
Envue Evals does not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components. Envue Evals does not make any representations regarding the availability, reliability, or accuracy of the Services, Customer Data, or any content associated with your account. Any reliance you place on the Services is at your own risk.
You acknowledge that the nature of the internet may lead to interruptions or delays beyond Envue Evals' control, and you agree that such interruptions or delays do not constitute a breach of this Agreement. Additionally, Envue Evals does not warrant that any data, including Customer Data, will be accurately or reliably delivered, stored, or preserved, except as required by this Agreement or applicable law.

This disclaimer of warranties is an essential condition of this Agreement, and the Services would not be provided without such limitations.

12.2 Exclusion of Liability
To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to lost profits, loss of business, business interruption, or replacement costs, arising out of or in connection with this Agreement. This exclusion applies regardless of the cause of action, whether in contract, tort (including negligence), strict liability, or any other theory of liability, even if the party knew or should have known of the possibility of such damages, and even if a remedy fails of its essential purpose.
 

12.3 Limitation of Liability
To the extent permitted by applicable law, the aggregate liability of either party under or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount paid or payable by you to Envue Evals for the Services during the twelve (12) months preceding the event giving rise to the claim or liability. This limitation applies cumulatively to all claims and liabilities arising under this Agreement.
 

12.4 Exceptions to Limitations
The limitations and exclusions set forth in the "Exclusion of Liability" and "Limitation of Liability" sections do not apply to each party's indemnification obligations as specified in Clauses 11.1 and 11.2.

13 Amendments
No amendment or modification to this Agreement shall be valid or binding unless it is in writing and signed by authorized representatives of both parties. Any handwritten changes or modifications to this Agreement are not enforceable unless formally documented and executed by the authorized representatives of both parties.

14. Dispute Resolution and Injunctive Relief
14.1 Dispute Resolution
Before initiating any form of formal legal action, including but not limited to litigation, professional mediation, or arbitration, the parties agree to the following steps:

(a) Notice of Dispute: The party raising the dispute must provide written notice to the other party detailing the nature and specifics of the dispute.
(b) Opportunity to Cure: The party alleged to be in breach shall be given a reasonable opportunity, not to exceed thirty (30) days from receipt of the notice, to cure or rectify the breach, if possible.
(c) Good Faith Negotiations: The parties shall engage in good faith negotiations to attempt to resolve the dispute amicably within the 30-day period. These discussions are intended to facilitate a fair and equitable resolution without the need for further legal proceedings.

14.2 Injunctive Relief
Notwithstanding the dispute resolution process outlined above, nothing in this Agreement shall restrict either party from seeking immediate injunctive relief, a temporary restraining order, or other equitable remedies in a court of competent jurisdiction. Such relief may be sought to prevent a breach, an attempted breach, or a continuing breach of this Agreement that could result in irreparable harm. The availability of such equitable remedies does not preclude either party from pursuing other legal remedies as provided under this Agreement or applicable law.

15 Other Terms
15.1 Assignment
Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld. However, either party may assign this Agreement without prior notice to an affiliate or to a successor in interest, such as in connection with a merger, acquisition, corporate reorganization, consolidation, or the sale of all or substantially all of the party’s assets related to this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Any unauthorized assignment or transfer shall be null and void.

15.2 Entire Agreement
This Agreement, including any Statements of Work (SOW) executed by the parties, constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, representations, or communications, whether oral or written, concerning the subject matter addressed herein. The provisions of this Agreement shall govern the relationship between the parties unless expressly modified or supplemented by the terms of an SOW. In the event of any conflict between the terms of this Agreement and those of an SOW, the terms of the SOW shall prevail with respect to the specific project covered by the SOW, while all other provisions of this Agreement shall remain in full force and effect.

15.3 Force Majeure
Neither party shall be liable for any failure or delay in performance caused by circumstances beyond their reasonable control, including but not limited to acts of God, changes in law or regulations, pandemics, health emergencies, embargoes, wars, terrorist acts, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, natural disasters, or general internet outages. This clause does not apply to the obligation to pay money due under this Agreement.

15.4 Independent Contractors
The parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind or obligate the other party in any manner not expressly set forth in this Agreement.

15.5 Interpretation
The terms "includes," "including," "such as," and similar expressions are not to be interpreted as limiting the scope of what might be included. These terms are intended to provide examples, not to limit or restrict the interpretation of the text in which they appear.

15.6 No waiver
A party’s failure or delay in enforcing any provision of this Agreement does not constitute a waiver of that party’s right to enforce the same or any other provision at a later time. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

15.7 Notices
All notices required or permitted under this Agreement must be in writing and sent by email. A notice will be deemed given when sent to the following email addresses:

To Envue Evals Legal Team: Legal@EnvueEvals.com

To You: The email address associated with the Customer contact details in the Service Order and/or the administrator of your account. You are responsible for keeping this email address current and accurate by notifying Envue Evals' Customer Success team of any changes.

You may grant approvals, permission, extensions, and consents by email.
 

15.8 Severability 
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed severed from the Agreement. The remaining provisions will continue in full force and effect, and the Agreement will be interpreted so as to best accomplish the original intent of the parties.

15.9 Third Party Beneficiaries
This Agreement is for the benefit of the parties hereto and is not intended to confer any rights or benefits on any third party. Your Users are not considered third-party beneficiaries and have no rights under this Agreement.

16. Acknowledgment and Agreement
By signing below, the undersigned parties acknowledge that they have read, understood, and agree to the terms and conditions set forth in this Service Agreement, including all attached Exhibits, Appendices, and Statements of Work (SOWs). This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings, whether written or oral.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed binding and effective for all purposes.

Electronic Signature Acknowledgment: The parties agree that this Agreement may be signed electronically, and that electronic signatures shall have the same force and effect as handwritten signatures. The signatories represent that they are authorized to enter into this Agreement on behalf of their respective organizations.

Contact Information for Notices
Envue Evals, LLC
Email: Legal@EnvueEvals.com