Last Updated: June 14, 2023
These terms of use are entered into by and between You (“You”, “you”, “your”) and Engageli, Inc. ("Company," “Engageli”, “our”, "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of, including any content, functionality, and services offered on or through www.engageli.com or any other website from which you obtain Engageli software (the "Website"), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Website. By using the Website, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at www.engageli.com/privacy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. You agree to read and accept the privacy policy of the Purchasing Entity when applicable and available.
This Website is offered and available to users who are 18 years of age or the age of majority in your jurisdiction, or those who meet the criteria listed of
Underage Use. The Website is not intended for use by individuals under the age of 18 or the age of majority in Your jurisdiction. If you are under eighteen (18) years old You may not use the Website unless: (i) applicable laws to You allow you to access the Website, (ii) Your Purchasing Entity satisfies all the requirements of applicable laws with regard to your use of the Website (e.g. parental consent), and (iii) You are using the Website under the supervision of a parent, legal guardian, or other responsible adult. “Purchasing Entity” means an educational institution, corporate, or other legal entity that enters into an agreement with Engageli permitting the Purchasing Entity’s authorized users to access the Website. Engageli has the right to immediately terminate your access to the Website if you violate any restriction in the Terms of Use. You may not use the Website if you have previously been suspended or removed from use.
Free Trial Use of the Website. If you are permitted access to the Website pursuant to a Free Trial Service offered by Engageli, the Terms of Schedule 1 will supersede where there is a conflict with these Terms of Use.
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Engageli may, in its sole discretion, modify the features of the Website or update the software from time to time without prior notice.
Using the Website requires one or more compatible devices, internet access, and certain software. It is your responsibility to prepare a fully compatible computer system (including, without limitation, a computer with a keyboard and mouse, browser software, camera, speaker, and microphone) with internet service to use the Website. High speed internet access is recommended. You may be required to update or upgrade your computer system from time to time. Because use of the Website involves hardware, software, and internet access, your ability to access and use the Website may be affected by the performance of these items.
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
Your Responsibilities
Your use of the Website may require an agreement between Engageli and the Purchasing Entity. The provisioning of the Website to you is governed by such agreement when applicable and you agree to be bound by such terms and conditions.
You are responsible for both: (i) making all arrangements necessary for you to have access to the Website, and (ii) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy www.engageli.com/privacy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
You are solely responsible for procuring and maintaining your network connections and telecommunications links from your computer systems to Engageli’s data centers where the server for Website is hosted and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet. In addition, you acknowledges and agrees that: (i) the Internet is not a secure medium, may be inherently unreliable and subject to interruptions or disruptions, and may be subject to inadvertent or deliberate breaches of your security; (ii) Engageli is not, and has not, held itself out to be expert in such Internet access and security and, as such, is not responsible for the results achieved by you via your use of the Internet or for the security of any content transferred through the Internet and/or uploaded in the hosting environment.
Use of Aggregate Information
Engageli may collect and aggregate data derived from the operation of the Website (“Aggregated Data”) which shall not include data protected under the Family Educational Rights and Privacy Act (“FERPA”), and Engageli may use such Aggregated Data for purposes of operating Engageli's business, monitoring performance of the Website, and/or improving the Website.
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Website for your personal, non-commercial use only. Your right to use the Website is non-transferrable. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows: (i) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials, (ii) you may store files that are automatically cached by your Web browser for display enhancement purposes, (iii) you may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution, (iv) if we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
You must not: (i) modify copies of any materials from this Website, (ii) use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text, (iii) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
To the extent you provide Feedback, you grant to Engageli a royalty free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, and otherwise exploit such Feedback, including incorporating it into the Website, Engageli support, documentation, or professional services. “Feedback” means any ideas, features, improvements, information, comments, suggestions, or inventions related to the Website provided by you to Engageli and all intellectual property rights therein.
Trademarks
The Company name and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
You agree not to: (i) use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website, (ii) use any robot, excluding the ones prepared in the Website, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website, (iii) use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent, (iv) use any device, software, or routine that interferes with the proper working of the Website, (v) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful (vi) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website, (vii) attack the Website via a denial-of-service attack or a distributed denial-of-service attack, (viii) otherwise attempt to interfere with the proper working of the Website, (ix) bypass any security measure or access control measure of the Website, (x) use the Website to provide products, services to any third party, including as part of a service bureau or timeshare arrangement, (xi) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Website, (xii) knowingly transfer to the Website any content or data that is defamatory, harassing, discriminatory, infringing of third party intellectual property rights, or unlawful, or (xiii) violate any applicable laws, including without limitation, applicable export-control restrictions, data privacy laws, and anti-corruption laws.
No High Risk Use. You are prohibited from using the Website in any application or situation where their failure could lead to death or serious bodily injury of any person, or to severe physical, financial or environmental damage (“High Risk Use”). You alone bear all liability arising of or related to High Risk Use.
Certain areas of the Website may allow you to upload, post, paste, share, submit, play, send, write, draw or display messages, chat, comments, files, drawing or any other materials or content ("User Content"). Engageli will maintain commercially reasonable safeguards to prevent unauthorized access to User Content
By providing any User Content on the Website, you grant us and our affiliates and service providers, and each of their and respective licensees, successors, and assigns the right to use, perform, display, and otherwise disclose to other participants any such material for any purpose according to your account settings.
These content standards apply to any and all User Content and use of the Website. User Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not: (i) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable, (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person, (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy (www.engageli.com/privacy), (v) be likely to deceive any person, (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act, (vii) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person, (viii) impersonate any person, or misrepresent your identity or affiliation with any person or organization, (ix) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising, (x) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case, (i) in any way violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries)
You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Website. You represent and warrant that You have obtained all necessary permissions and right to upload, post, paste, share, submit, play, send, write, draw or display the User Content on the Website, you comply with all applicable laws pertaining to User Content, and that such use does not violate or infringe on any rights of any third party.
Engageli may terminate or reject access to the Website for you or any user’s User Content infringes or violates a third party’s intellectual property rights. Engageli does not own the User Content and is not responsible for any User Content and has no duty to monitor User Content. Engageli expressly disclaims any and all liability in connection with User Content. Although Engageli is not responsible for any User Content, Engageli may delete any User Content, at any time without notice to You or End User, if Engageli believes, in Engageli’s sole discretion, it violates any provision of these Terms of Use or any law. Without limiting the foregoing, if you believe that your intellectual property rights have been infringed, please notify Engageli as specified here: DMCATakedown@engageli.com. Engageli may investigate any reported violation of copyright that come to its attention and may take any (or no) action that it deems appropriate and reasonable.
Recordings. You are responsible for compliance with all applicable recording laws. By using the Website, you give Engageli consent to record your video and audio and store recordings for any or all features of the Website. If You do not consent to being recorded, you may either switch off your camera and/or microphone or choose to leave the Website.
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website includes content provided by third parties, including materials provided by other users, instructors, facilitators, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
All information we collect on this Website is subject to the Governing Documents which includes our Privacy Policy (www.engageli.com/privacy). By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Governing Documents.
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
This Website may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on this Website, (ii) send emails or other communications with certain content, or links to certain content, on this Website, (iii) cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: (a) establish a link from any website that is not owned by you, (b) cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking, (c) link to any part of the Website other than the homepage, (d) otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Upon termination of the subscription or agreement with the Purchasing Entity, Engageli may, in its sole discretion, terminate your access to the Website.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
ENGAGELI MAY PROVIDE A COLOR CHANGE FUNCTIONALITY FOR YOU TO ADJUST SCREEN COLOR. ENGAGELI SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY, ANY WARRANTY, OR LIABILITY RELATIVE TO SUCH CHANGE AND/OR ITS IMPACT ON YOUR USE OF THE WEBSITE.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Additional Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR 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, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, 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, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100
The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the site.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Content, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Injunctive Relief
You acknowledge that a breach of any of the covenants contained in these Terms of Use may result in material, irreparable injury to Engageli, its affiliates, officers, directors, employees, consultants, agents, distributers, resellers, and/or suppliers, and in the event of such a breach or threat thereof, Engageli, its affiliates, officers, directors, employees, consultants, agents, distributers, resellers, and/or suppliers will be entitled to equitable relief, without requirement to posting a bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver of Class Action
If you are located in the United States, you agree to resolve disputes only on an individual basis and you waive any right you may have to bring a claim or dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
No Assignment
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without Engageli’s prior written consent.
Non-waiver
Any failure of either party to enforce performance by the other party of any of the provisions of these Terms of Use, or to exercise any rights or remedies under these Terms of Use, will not be construed as a waiver of such party's right to assert or rely upon such provision, right or remedy in that or any other instance. Neither party waives any rights or limits its remedies for actions taken outside the scope of these Terms of Use.
Relationship of the Parties
Nothing in these Terms of Use is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect. Each party may identify the other as a customer or supplier, as applicable.
Force Majeure
Force majeure events shall excuse the affected party (the "Non-Performing Party") from its obligations under these Terms of Use so long as the event and its effects continue. Force majeure events include, without limitation, Acts of God, natural disasters, pandemic, epidemic, war, riot, network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or acts of any government (each, a “Force Majeure Event”). As soon as feasible, the Non-Performing Party shall notify the other party of: (a) its best reasonable assessment of the nature and duration of the force majeure event, and (b) the steps it is taking to mitigate its effects. Engageli reserves the right to suspend the provision of the Website in order to comply with laws.
Entire Agreement
The Terms of Use, and our Privacy Policy, and the subscription agreement (including a data processing agreement, if any) the Company has with the Purchasing Entity when applicable, constitute the sole and entire agreement between you and Engageli regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. Engageli reserves the right to amend these Terms of Use and Governing Documents at any time and without notice and your continued use of the Website represents your agreement to any such change. This Agreement has been prepared in the English language and the English version shall be controlling in all respects and any non-English version of these terms is provided solely for convenience.
SCHEDULE 1 – FREE TRIAL TERMS OF USE
THESE FREE TRIAL TERMS ARE PART OF THE ENGAGELI END USER TERMS OF SERVICE TO WHICH THIS SCHEDULE 1 IS ATTACHED AND GOVERN YOUR ACQUISITION AND USE OF ANY FREE TRIAL SERVICE MADE AVAILABLE BY ENGAGELI, INC. “FREE TRIAL SERVICE” MEANS THE APPLICATION(S), TECHNOLOGY, AND FUNCTIONALITY YOU MAY ACCESS ON THE ENGAGELI WEBSITE PROVIDED UNDER THESE TERMS.
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERM OR OTHERWISE USING THE FREE TRIAL SERVICE, YOU AGREE TO THE TERMS OF USE AND SCHEDULE 1. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE FREE TRIAL SERVICE.
YOU MAY NOT ACCESS THE FREE TRIAL SERVICE IF YOU ARE A DIRECT COMPETITOR OF ENGAGELI. IN ADDITION, YOU MAY NOT ACCESS THE FREE TRIAL SERVICE FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
Use of Free Trial Service
We will make the Free Trial Service available to you subject to the Governing Documents and Schedule 1. Where there is a conflict between the Governing Documents and Schedule 1, the terms of Schedule 1 will prevail.
Underage Use of Free Trial Service
This Free Trial Service is offered and available to users who are 18 years of age or the age of majority in your jurisdiction. By using Free Trial Service, you represent and warrant that you are of legal age to form a binding contract with the Engageli and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website. Engageli has the right to immediately terminate your access to the Free Trial Service if your violate any restriction in the Terms of Use and/or Schedule 1. You may not use the Website and/or the Free Trial Service if you have previously been suspended or removed from use
Removal of Content
If we are required by a licensor or any third-party rights holder to remove User Content, or receive information that User Content provided by you may violate applicable law or third-party rights, we may discontinue your access to such User Content through the Free Trial Service. In addition, we may, upon notice to you, require you to discontinue all use of such User Content and, to the extent not prohibited by law, promptly remove such User Content from its systems. If you do not take required action in accordance with the above, we may disable the applicable User Content and/or Free Trial Service until the potential violation is resolved. If so requested by us, you shall certify such deletion and discontinuance of use in writing and we shall be authorized to provide a copy of such certification to any such third party claimant or governmental authority, as applicable.
Aggregated Data
We may use the data generated in connection with your use of the Free Trial Service (e.g., types of web applications utilized); provided, however, in the event we provide such data to third parties, it shall be anonymized and presented in the aggregate so that it cannot be linked specifically to you or any User.
Term and Termination
These Terms of Service shall commence upon your acceptance and shall remain in effect with respect to a Free Trial Service until we cease making the applicable Free Trial Service functionality available to you. We reserve the right to cease making the Free Trial Services available to you, in whole or in part, at any time at our sole discretion.
No Warranty
THE FREE TRIAL SERVICE IS PROVIDED “AS-IS”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. The Free Trial Service may contain bugs or errors. Any production use of the Free Trial Service is at your sole risk. you acknowledge that we may discontinue making the Free Trial Service available to you at any time in Our sole discretion.
No Damages
IN NO EVENT SHALL WE HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Communications
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