Enflux Service Terms
These Enflux Service Terms (these “Service Terms“) are between Estia, Inc. dba Enflux (“Enflux“) and the person who signs an Order that incorporates these Service Terms by reference to the URL where these Service Terms are posted (“you“).
Capitalized words in these Service Terms have special meanings as stated in the section where they are first used, or as defined in Section 9 (Definitions).
Enflux may modify these Services Terms at any time, but modifications are not effective for Orders that are in place prior to the modification until the Order renews or you add new services to your account. See Section 8.23 (Changes to Online Service Terms).
If you have any questions about these Services Terms, please contact support @enflux.com.
- Services. Enflux agrees to provide the Services for the Term on the terms and conditions, and subject to restrictions, stated in the Order and these Service Terms.
- Implementation. Enflux will begin providing your Services following the successful migration of your data to the Enflux Services environment. Enflux will assist you in migrating your data to its Services environment.
- Availability, Technical Assistance. Enflux shall use commercially reasonable efforts to make the Services available twenty-four hours per day, 7 days per week, year-round, excluding unavailabity due to reasonable maintenance. Enflux shall respond to your requests for technical assistance in the use of the Services in a reasonably prompt manner during its regular business hours.
- API(s). If Enflux provides any application programming interfaces (“APIs”), the API(s) are licensed to you on a non-exclusive, limited term basis for your use only in connection with the Enflux Services as permitted by the Agreement, and subject to all of the restrictions and conditions applicable to Enflux Technology stated in the Agreement.
- Integration Features. The Services may include features that enable you to import data from third party services (an “Integration Feature”). Enflux does not endorse any service for which it offers an Integration Feature, and makes no commitments to you regarding the third party services. You acknowledge that Enflux’ Integration Features may be unavailable or may not work properly if the service provider’s API is unavailable or if the service provider modifies its API or services in a way that impacts the Enflux Integration Feature. Enflux will use commercially reasonable efforts to modify its Integration Features to maintain compatibility with service provider’s APIs and services, but may discontinue an Integration Feature without liability to you if there is a change in the service that creates an unreasonable cost or operational burden to Enflux. Your obligations under the Agreement, for fees and otherwise, are not conditioned on the continued availability of any Integration Features.
1.6 Conditions and Restrictions. Enflux provides the Services and Enflux Technology subject to the following conditions and restrictions:
1.6.1 No Benchmarking. You may not publish any benchmarking or other performance analysis of the Services or Enflux Technology.
1.6.2 No Reverse Engineering. You may not reverse engineer or attempt to discover any underlying algorithm or method embodied by the Enflux Technology except to the extent applicable law permits such activity notwithstanding this limitation, and then on thirty (30) days advance written notice to Enflux.
1.6.3 No Resale of Services. You may use the Services and Enflux Technology only for your internal business purposes. You may not permit anyone other than your personnel to have access to your Services account or the administrative features of your Services.
1.6.4 Modifications. You may not modify or create derivative works of the Services or Enflux Technology or remove any proprietary notice on the Enflux Technology.
1.6.5 Competing Services. You may not access the Enflux Technology for the purpose of creating a competing service.
1.7 Evaluation Services. Section 7.1 (Warranty) is not applicable during the term of any Order for an “evaluation,” “proof of concept,” or “trial use,” or like term (an “Evaluation”), but all other parts of these Services Terms are applicable to an Evaluation.
2.1 Ownership of Your Data. The data that you or your users transmit, modify, or store using the Services is “Your Data.” You acknowledge that “Your Data” does not include (i) data about your use of the Services, such as resource utilization and user behavior, or (ii) Aggregate Data as defined below. As between you and Enflux, you own and retain ownership and all rights in Your Data.
2.2 Aggregate Data. Enflux may aggregate Your Data with similar data from public or private data sets, including aggregate data of Enflux’ other customers, and use and commercialize the resulting data sets and insights derived from the analysis of the resulting data sets (“Aggregate Data”), provided that: (i) if the data used to create the Aggregate Data includes any personal data (such as personally identifiable information covered by FERPA) Enflux either excludes this data from the data set, or de-identifies the data in accordance with applicable regulatory standards, (ii) Enflux removes from the data set any information that identifies you. Customer acknowledges that Enflux may publish insights derived from its analysis of data sets created in accordance with this Section that involve disclosure of the geographies, institution types, and other attributes of the institutions whose data is included in the data sets.
On request, Enflux will make available its materials describing its security safeguards and related audit and compliance reports (the “Security Materials”). You acknowledge that the Security Materials are Enflux’ sensitive Confidential Information and may be shared only with your personnel and professional advisors and consultants on a need-to-know basis. Enflux is not responsible to you or your users for any harm or damage resulting from a security incident except to the extent the security incident resulted from Enflux’ failure to provide the security safeguards described in the Security Materials. You are responsible for determining if Enflux’ security safeguards meet any regulatory requirements applicable to you and otherwise meet your business and security requirements.
- FEES AND PAYMENTS
4.1 Payment Account. Unless you have made other arrangements with Enflux, you must authorize and maintain a current valid means for Enflux to collect its fees for the Services via payment card, PayPal, or ACH at all times during the Term.
4.2 Fees. The fees and payment terms for the Services are stated in your Order. Fees are stated and must be paid in United States Dollars.
4.3 Sales Tax. The stated fees do not include any sales, use, VAT or like taxes (“Sales Tax”). You must pay any applicable Sales Tax that is properly invoiced by Enflux.
4.4 Overdue Payments. Enflux may charge interest on overdue amounts at the lesser of 1.2% per month or the highest non-usurious amount permitted by applicable law. If Enflux takes legal action to collect an overdue amount, you must also pay Enflux’ reasonable costs of collection, such as attorney fees and court costs.
4.5 General. Fees are non-refundable, even if you do not use the Services. If your Order is for an initial term of longer than one month, and the Order is terminated prior to the end of the initial term then, unless the termination was by Enflux for convenience, or by you for Enflux’ breach, you must pay an early termination fee equal to the unpaid fees for the remaining part of the initial term.
- YOUR OBLIGATIONS
5.1 Implementation. You agree to use reasonably diligent efforts to promptly migrate your data to the Services environment, provided that Enflux provides reasonable assistance at your request. At Enflux’ request, you will appoint a technically proficient individual to serve as Enflux’ contact during the migration of your data to the Services environment, and make that individual reasonably available during business hours to confer with Enflux. Enflux is excused for late performance of its obligations under the Agreement to the extent it is delayed or prevented from performing its obligations as result of your failure or delay in providing your data. Your delay in providing data will not extend the times for payment stated in the Order.
5.2 Fees. You must pay your fees when due as described above. You must not use or attempt to use the Services in a way that undermines Enflux’ ability to correctly calculate its fees.
5.3 Your Security Obligations. You must use reasonable security precautions in connection with your use of the Services, such as requiring your personnel and users to establish reasonably secure passwords and using commercially reasonable efforts to protect your systems and data from malware. You agree that you are responsible under the Agreement for any action taken using your account credentials, even if the action was not authorized by you. Enflux is not responsible for any harm to you resulting from an unauthorized disclosure of unencrypted personal data or other sensitive data that you store or manage using the Services.
5.4 Authorized Users. You authorize Enflux to act on the instructions of a user who authenticates using the account credentials you have established. You are solely responsible for maintaining the user permissions and authentication credentials for your account. You may not authorize anyone to use the administrative features of your Services account other than your employees and individual contractors under your direct supervision. Each user must have a separate log in. You are responsible for the use of the Services by any person you authorize to use the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions.
5.5 Backups. You must maintain a backup of Your Data in a secure location separate from the Services environment.
5.6 Compliance with Law. You must use the Services in compliance with applicable law, including export laws as further detailed in Section 8.10 (Export Compliance).
5.7 Representations and Warranties. You represent and warrant to Enflux as of the effective date of each Order and on an ongoing basis that: (i) the information you submit about yourself and your activities to establish a Services account with Enflux and place an Order is true, correct, and complete, (ii) you have not been the target of any legal or regulatory investigations or proceedings in connection with your activities related to Your Data, (iii) Your Data was collected in accordance with applicable law, and that you have all necessary rights and authority to use and process Your Data as contemplated by the Agreement, including any required consents from individuals under applicable privacy laws, and (iv) each third party service provider with whom you integrate using an Integration Feature or the Enflux API has given you any permissions or licenses that may be required for the integration.
- TERM, TERMINATION, SUSPENSION
6.1 Term. The initial term of each Order begins on the Order effective date and continues for the period stated in the Order. On expiration of the initial term, the Order renews for consecutive renewal terms of the same length as the initial term unless either you or Enflux gives a notice of non-renewal on or before the last day of the initial term or then current renewal term, as applicable.
6.2 Termination. Either party may terminate an Order, or the Agreement, on written notice if the other party is in material violation of any term of an Order or these Service Terms, provided that if the violation is curable the terminating party must first give the other party a written notice describing the violation in reasonable detail and at least ten (10) days to cure the violation.
6.3 Suspension. Enflux may suspend your access to the Services and Your Data during any period that you are in material breach of the Agreement or your access to the Services or Your Data creates a material security vulnerability. Enflux will give you at least two (2) business days’ advance notice of the suspension, unless the suspension is made under emergency circumstances. Enflux will reinstate your access to the Services when the grounds for suspension are cured unless Enflux has already terminated the Agreement as described in this Section.
6.4 Surviving Provisions. The following sections survive expiration or termination of the Agreement: Fees and Payment, Confidentiality, Indemnification, Limitation of Liability, Term and Termination, Suspension, Governing Law, Disputes, Notices, General, and any other terms that by their nature are intended to survive expiration or termination.
6.5 Return of Your Data. You are responsible for exporting Your Data from the Services prior to expiration of the Agreement. If Enflux terminates your Services for breach, Enflux will retain Your Data for at least 15 days from the effective date of termination. If you wish to export Your Data following a termination for breach, Enflux will either, at its option, enable short term access to the Services at a scheduled time so that you may export Your Data, or export Your Data using its standard export tools. Enflux has no obligation to retain Your Data after the 15-day period and may destroy Your Data.
- WARRANTY, DISCLAIMERS, INDEMNIFICATION, LIMITATIONS
7.1 Warranty. If the Services materially fail to conform to the Order, Enflux will attempt to cure the failure or if it is unable to cure the failure through commercially reasonable efforts it will refund a prorated portion of the fees paid for the failed Service element for the month during which the failure occurred. However, to be eligible for a warranty remedy under this section, you must give a written notice describing the failure no later than 3 days following the end of the month in which the failure first occurred and cooperate with Enflux’ reasonable efforts to cure the failure. Your right to terminate the Agreement for material breach (if applicable), and the refund remedy stated in this Section are your sole and exclusive remedies for Enflux’ warranty breach.
7.2 No Other Warranty. Except as expressly stated in the Agreement, the Services are provided AS IS. Enflux disclaims any implied warranties, such as a warranty of merchantability, fitness for a particular purpose, and non-infringement, and any representation or warranty that may arise through a course of dealing. You acknowledge that the use of the Service may not be uninterrupted, error free, or completely secure. If applicable law requires Enflux to make a warranty notwithstanding this disclaimer, then the warranty is made for a period of thirty (30) days from the date that it is deemed to have been made, and your sole and exclusive remedy for a breach of the warranty is a refund of fees paid for the Services covered by the warranty. You represent that you have not relied on any representation or warranty other than those stated in the Agreement.
7.3 Indemnification. You agree that if a third party asserts a legal claim against Enflux or any of its officers, members, managers, employees, staff, personnel, agents, licensors or suppliers (the “Enflux Persons”) arising from your violation of these Services Terms or any Order, including your breach of a representation or warranty, you will pay all reasonable costs of defending the claim, including reasonable attorney fees, and any damages awarded to the third party or paid to the third party by Enflux as a reasonable settlement. You agree that Enflux may control the defense of the claim at its option, or may require you to defend the claim directly. If Enflux elects to control the defense of the claim, you will reimburse Enflux for its reasonable defense costs and expenses as incurred.
7.4 Limitation of Liability. You agree that the maximum total amount of money you can recover from any of the Enflux Persons or any Enflux licensor or supplier, individually and in the aggregate, for any claim you may have against any of them in connection with the subject matter of the Agreement is limited to the amount of fees you have paid or that are payable for Services for the six (6) months prior to the date the claim arose, unless the claim is based on an Enflux Person’s intentional misconduct or is for personal injury or death resulting from the negligence, recklessness or intentional misconduct of a Enflux Person. In addition, you agree that in no event are you entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages or any kind.
7.5 General. You acknowledge that Enflux has set its fees and entered into the Order in reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between you and Enflux. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise,even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
- GENERAL TERMS
8.1 Rights in Technology/Intellectual Property. You may not copy any part of the Services or Enflux Technology, or mirror the Services on any site or system, except that you may download and print copies of documentation for the Services as reasonably necessary for your permitted use of the Services, provided that you use the Documentation in the exact form published, retain all branding and proprietary notices, and do not transfer the Documentation to any other person. You may not remove any proprietary notices displayed on the Documentation, Enflux Technology, or other Services materials. Except for rights expressly granted in this Agreement, Enflux retains all right, title and interest in and to its Services, Enflux Technology, and all related Intellectual Property Rights. No rights in intellectual property may arise by implication or estoppel.
8.2 Feedback. You hereby license to Enflux any feedback or suggestions that you provide regarding the Services, Enflux Technology, or Enflux’ other existing or proposed products or services on a perpetual, irrevocable, royalty free, worldwide, unconditional, fully sublicensable and transferable basis, including the right to make, have made, use, sell, offer to sell, import, copy, display, perform, modify, distribute in modified or unmodified form, and commercialize any intellectual property, without accounting to you. You agree that you will not assert, or authorize, assist, or encourage any third party to assert, against Enflux or any of its affiliates, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Service or any of our other products or services that you use.
8.3 Confidential Information. Any non-public information that you learn about Enflux or its Services as part of the relationship contemplated by these Services Terms is Enflux’ Confidential Information. Your Data is your Confidential Information. Each of you and Enflux agree not to use or disclose the other’s Confidential Information except for the purpose of providing or using the Services, as applicable, or to exercise legal rights in connection with the Agreement. Enflux shall use the measures described in Section 3 (Security) to protect Your Data, and otherwise each of you and Enflux agree to use reasonable care to protect the confidentiality of the other’s Confidential Information and to return or destroy the other’s Confidential Information on request, except as necessary for reasonable and customary business record-keeping purposes. Each of you and Enflux is responsible for a breach of this Section by any person to whom it has disclosed the other’s Confidential Information. Notwithstanding the foregoing, Enflux may disclose your Confidential Information in response to a subpoena or request from law enforcement.
8.4 ExamSoft® Data. If you have asked Enflux to obtain data from your ExamSoft environment in order to perform the Enflux Service, you hereby authorize ExamSoft, Inc. (“ExamSoft”) to give Enflux access to that data as provided in the ExamSoft Client Confirmation at www.enflux.com/client-confirmation/ (the “ExamSoft Consent”) and agree to the other terms, conditions and restrictions stated in the ExamSoft Consent. For clarity, your ExamSoft data, when accessed by Enflux, is “Your Data” as that term is defined above and is subject to the restrictions on use and other protective terms of this Agreement.
8.5 Governing Law. The Order and these Services Terms are governed by and should be interpreted under the laws of the State of Texas, and the United States of America, as applicable, without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. The parties expressly and irrevocably disclaim and waive the application of the United Nations Convention on Contracts for the International Sale of Good and the Uniform Computer Information Act.
8.6 Restricted Rights. If you are any agency or office of the United States, Enflux provides the Service for use solely in accordance with the following: Government technical data and software rights related to the Service include only those rights customarily provided to the public as defined in these Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and the Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation.
8.7 Notices. Your notices must be submitted via ticket on the customer portal, and copied by electronic mail to email@example.com. Enflux’ notices to you must be given to your primary account contact at the email address in the Enflux portal. If you send a notice of breach of the Agreement, a legal dispute, a legal claim, or other legal matter, you must copy your notice to firstname.lastname@example.org, and must also send your notice via first class United States mail to Enflux’ physical address appearing on its Site on the day the notice is transmitted electronically. Enflux’ legal notices to you must be copied via first class United States mail to your physical notice address, or if your physical address is outside of the United States, via a reputable and established international priority mail service on the date the notice is transmitted electronically. Notices are deemed given, received and effective as of the time transmitted by electronic mail, or if that time does not fall on a business day, as of the beginning of the first business day following the time transmitted. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this Section.
8.8 Informal Dispute Resolution. Each party agrees that it will not file a lawsuit or other legal action in connection with the Services, any Order, or these Services Terms, unless it has first given the other party written notice of the dispute, and attempted to resolve the dispute through good faith negotiation, provided that this Section does prohibit, condition or delay a party’s right to seek injunctive relief in any court of competent jurisdiction to address the other party’s infringement or misappropriation of its intellectual property, or the other party’s breach of its confidentiality obligations under this Agreement.
8.9 Jurisdiction, Venue, Disputes. Each party agrees that it shall bring any lawsuit or other legal action related to this Agreement in the State or Federal courts sitting in Bexar County, Texas. Neither party shall dispute the personal jurisdiction of such courts, and each party waives any objection it may have as to the venue of such court. To the extent permitted by applicable law, each party waives the right to a trial by jury in respect of any litigation arising out of this Agreement and the parties’ activities regarding this Agreement. A party may not bring an action in relation to this Agreement more than two (2) years after the date that the cause of action accrued. The prevailing party in any action to enforce this Agreement, including an action for equitable relief, may recover its costs and expenses of the action from the other party, including reasonable attorney fees.
8.10 Export Compliance. You may not permit users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation, or in a manner that causes Enflux to be in violation of U.S. export laws, even if the use is permitted by the laws applicable to you or your users. For example, you may not authorize any person to use the Services that is on the list of Specially Designated Nationals and Blocked Persons issued by the U.S. Treasury Department’s Office of Foreign Asset Control (OFAC) or who is located in or is a national of any country that is embargoed under United States export laws; and you may not use or permit the use of the Services to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State, or permit the use of the Services by any person who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, or unmanned air vehicle systems. Each party represents that it is not on any restricted persons list maintained by the U.S., Canada, or any member of the European Union.
8.11 Anti-Corruption. Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If either party learns of any violation of the above restriction, it will promptly notify the other party.
8.12 Force Majeure. Except for your payment obligations, neither party is in violation of the Agreement if the failure to perform is due to an event beyond that party’s reasonable control, such as a significant failure of the power grid or Internet, denial of service attacks, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other acts or events for which precautions are not generally taken in the industry.
8.13 Medical Devices/High Risk Use. You may not use the Services, or permit any other person to use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use the Services as a component of or to operate any medical device or in connection with any aircraft or other mode of human transportation, or nuclear or chemical facilities.
8.14 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
8.15 Publicity. Enflux may identify you in its marketing and sales materials, and may include your Marks in an appropriate area of its website and marketing materials, provided that it does not state or imply that you endorse the Enflux Services. We will use and display your Marks in accordance with your trademark usage guidelines communicated to us. Any goodwill accruing from Enflux’ use of your Marks shall accrue to you.
8.16 Relationship of the Parties. The parties are independent contractors. Neither party is the agent of the other, and neither party is authorized to make any representations, contract, or commitment on behalf of the other. The use of the words “partner” or “partnership” in this Agreement or otherwise refers only to a business relationship, and does not create or reflect any legal partnership, joint venture, or other fiduciary or other special relationship between the persons described as partners. The parties do not agree to any exclusivity in regards to the subject matter of this Agreement and each party is free to contract with third parties, including competitors of the other party, for transactions of the type covered by this Agreement in any market, worldwide.
8.17 Interpretations. In calculating any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run is not be included. The term “person” refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word “personnel” refers to a person’s employees and individual contractors who are under the person’s direct supervision. The word “affiliate” refers to an individual or entity that controls, is controlled by, or is under common control with the person referred to, where control means ownership of the majority of voting interests of an entity or the right to control the policies of the entity by means of a controlling number of seats on the entity’s governing body. The use of the word “including” should be read to mean “including, without limitation.” All references to monetary amounts mean United States Dollars. The term “parties,” either in lower- or upper-case form, refers to the signatories to this Agreement. For notice purposes, the words “business day,” “business hours,” or the like means Monday – Friday, 9:00 a.m. – 5:00 p.m., United States Central Time, excluding federal public holidays in the United States. A reference to “day” shall mean a calendar day, unless expressly designated as a “business” day. All software and other technology provided for your use is licensed and not sold; any references to a sale or purchase of software or other technology means the sale or purchase of a subscription. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular imply the plural as indicated by the context, and pronouns that are gender specific refer to either gender. The Section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement.
8.18 Third-Party Beneficiaries. There are no other third-party beneficiaries under this Agreement.
8.19 Severability. In the event one or more of the terms of this Agreement are adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal or enforceable, consistent with the economic and legal incentives underlying the Agreement.
8.20 Changes to the Services. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Enflux regarding future functionality or features. You acknowledge that Enflux may modify or suspend any of its Services offerings at any time. If a modification or suspension materially and adversely affects your use of the Services, you may terminate the Agreement by giving written notice of the change no later than 30 days following the date of the change and receive a refund of any prepaid fees as your sole and exclusive remedy.
8.21 General Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.22 Representation by Individual Submitting the Order. If an individual submits an Order, the individual represents that: (i) if the individual submits the Order on his or her own behalf (including as a sole proprietor), the individual is old enough to enter into contracts and otherwise has the legal capacity to enter into contracts under applicable law; or (ii) if the individual submits the Order on behalf of a company or other legal entity, the individual has the legal power and authority to bind that entity to the Order and these Service Terms.
8.23 Changes to Online Service Terms. Enflux may amend these Services Terms at any time in its sole discretion. Any amendment will become effective as to your Order on the first renewal of the Order that follows the publication of the amendment by at least thirty (30) days. If the amendment materially and adversely impacts your use of the Services, you may terminate the Agreement by giving written notice no later than thirty (30) days following the date the amendment is published and receive a refund of prepaid fees for unused services as your sole and exclusive remedy.
8.24 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between you and Enflux regarding your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Service Terms or an Order will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any preprinted term or condition stated in any business form is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) terms described as “Special Terms” the applicable Order, (2) these Services Terms, and (3) the applicable Order other than the “Special Terms.”
Capitalized terms have the meaning stated below or in the section where they are first used.
Agreement refers collectively to your Order(s) and these Terms of Service.
Intellectual Property Rights means any rights in copyrights, trade secrets, patents and other intellectual property recognized in any jurisdiction worldwide, including in each case all related applications and registrations.
Enflux Technology means the Enflux software made available to you for your use as part of the Services, including any related interfaces, dashboards, reporting features, tools or other machine instructions, and all other software, materials, information, methodology, and technology used by Enflux to provide the Services, including all modifications and derivative works of any of them, and all related documentation.
Mark means any trademark, service mark, trade name, trade dress, or like indicia used to identify the source of goods or services.
Order means either of the following that have been signed or submitted by you, and accepted by Enflux: (i) an order form provided to you by Enflux for your signature, or (ii) a web form that you submit on the Site.
Services means Enflux’ online data analytics and dashboard services.
Site means www.enflux.com, or any other website operated by Enflux for the purpose of offering or providing Services, including any subdomains.
Term means the initial term and any renewal terms, collectively.
Enflux and the Enflux logo’s are trademarks of Estia, Inc.