Terms & Conditions

ENVOY Terms of Use

Introduction

Thank you for using the ENVOY platform and the products, services and features we make available to you as part of the platform (collectively, the “Service”).

PLEASE NOTE, BY AGREEING TO OUR TERMS OF USE AND ACTIVATING CAMPAIGNS ON OUR SUBSCRIPTION SERVICE, AS PER CLAUSE (4.3.2) BELOW, YOU ARE CONFIRMING YOU HAVE THE LEGAL RIGHT TO PUBLISH AND SHARE THE CONTENT YOU ARE PUBLISHING USING THE ENVOY SERVICE. IF YOU DO NOT HAVE THE LEGAL RIGHT TO PUBLISH AND SHARE THE CONTENT ON OUR SERVICE FROM THE RIGHTSHOLDER, THEN YOU ARE NOT IN COMPLIANCE WITH OUR TERMS OF USE.

Membership

ENVOY has yearly and monthly membership plans.

Your ENVOY monthly membership plans will continue month-to-month until terminated in accordance with section 6 of the Subscription Services Agreement.

Your ENVOY yearly membership plans will continue year-to-year, unless otherwise agreed, until terminated in accordance with section 6 of the Subscription Services Agreement.

Unless you validly terminate your membership before your monthly renewal date, you authorize us to charge your next month’s membership Fee to your Payment Method. To use the ENVOY service you must provide us with a current, valid, accepted method of payment (“Payment Method”).

Fees

ENVOY may charge your Payment Method such amounts which are from time to time owed by you for the Services including (as applicable) taxes and service fees, set up fees, add-on fees, subscription fees, or any other fee or charge associated with the Services (together, the “Fee”). A full overview of fees is available on www.envoy.is.

Billing

The Fee will be billed on a monthly basis to your Payment Method on the calendar day corresponding to the commencement of your membership. In some cases, the timing of your billing may change, for example if your Payment Method has not successfully settled or if your paying membership began on a day not contained in a given month. If an option to pay yearly is selected by Customer the respective yearly fee will be charged to your Payment Method.

You can change your Payment Method directly from your ENVOY dashboard, when available. If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, without limiting our rights or remedies, your access to the Services may be suspended until we have obtained a valid Payment Method. ENVOY is authorized hereby to continue billing the Payment Method, as it may be updated and you remain responsible for any uncollected amounts. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges which shall be your sole responsibility. Check with your Payment Method service provider for details.

You can cancel your ENVOY membership in accordance with section 6 of the Agreement, and you will continue to have access to the ENVOY service through the end of your billing period. We do not provide refunds or credits for any partial-month membership periods. To cancel, send an email with a request to info@envoy.is or submit one from your ENVOY dashboard, when available.

ENVOY may change its service plans and the price of the Services from time to time; provided, however, that ENVOY will provide you with prior notice and an opportunity to terminate the Agreement if ENVOY changes the price of a Service to which you are subscribed and will not charge you for a previously free Service unless you have been notified of the applicable fees and agreed to pay such fees.

Subscription services agreement

This Subscription Services Agreement (“Agreement”), by and between ENVOY TECHNOLOGY LIMITED, a company formed under the laws of England & Wales (“ENVOY”) and the customer (“Customer”), is effective as of the earlier of the date on which the Customer accepts and agrees to this Agreement by ticking the applicable box on signup (or other similar expression of acceptance) or the date on which you start accessing or using the Services (the “Effective Date”).

This Agreement sets forth the terms and conditions under which the parties agree that Customer may, pursuant to one or more separately executed Commercial Schedules, purchase ENVOY’s Services as listed on the relevant Commercial Schedule.

This Agreement includes and incorporates the attached Terms and Conditions and all Commercial Schedules, Terms of Use (available on envoy.is) and other attachments that reference such documents, and contains, among other things, warranty disclaimers, liability limitations and use limitations.

When Customer ticks the applicable agree/accept box on signup, the parties agree to be bound by the terms and conditions of this Agreement.

Terms and conditions

1. Introduction

ENVOY provides a marketing intelligence software service which enables the Customer to create smart links, QR codes and API’s.

ENVOY shall provide the Customer with the Services subject to and in accordance with the terms and conditions of this Agreement.

2. Definitions

2.1. “Affiliate” is an entity that controls, is controlled by or shares common control with ENVOY or Customer (as applicable), where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.

2.2. “Commercial Schedule” refers to the schedule presented upon sign-up and in “Order confirmation” and incorporated herein by this reference, setting forth the commercial terms of the Agreement and as may be updated from time to time by ENVOY and Customer.

2.3. “Confidential Information” shall have the meaning set forth in Section 8.2.

2.4. “Customer Data” means all electronic data or information submitted to the ENVOY Service by: (i) users who click on a ENVOY link directly and identifiably related to the Customer; or (ii) the Customer or a third party on behalf of Customer.

2.5. “Discloser” means the party disclosing Confidential Information.

2.6. “Fees” means the monthly or annual subscription fees for the Service as set forth in the Commercial Schedule.

2.7. “Infringement Claim” shall have the meaning set forth in Section 10.1.

2.8. “Recipient” means the party receiving Confidential Information.

2.9. “Services” means the provision, of one or more of the following plans as described at www.envoy.is; and (ii) the provision of certain Customer Data and statistics as more particularly described at www.envoy.is;

2.10. “Service Items” means all software, programming, documentation, templates, questionnaires, methodologies, models, charts, reports and any other items used to deliver the Services or made available to Customer as a result of the Services.

2.11. “SLA” means the Service Level Agreement, if any

2.12. “Support” means the Customer support through (info_atsign_envoy_dot_is)

2.13. “Terms of Use” means the ENVOY Standard Terms of Service as part of the Privacy Policy in force from time to time and available on www.envoy.is.

3. Scope

3.1. ENVOY will provide Customers with access to the Services as set forth in this Agreement and applicable Commercial Schedule.

4. ENVOY Services

4.1. Subject to, and conditional upon Customer’s compliance with, the terms of this Agreement, ENVOY hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services (i) in the Territory, (ii) for Customer’s and its Affiliates’ internal business operations, (iii) in accordance with the Terms of Use and the applicable Commercial Schedule, (iv) for the duration of the Customer’s membership.

4.2. . ENVOY will (i) provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) use commercially reasonable efforts to maintain the security of Customer passwords; (iii) provide Support to Customer for the Services, which may be changed by ENVOY upon prior notice to customer. If an SLA is provided for the ENVOY Services, the terms of such SLA will be attached to this Agreement.

4.3. Customer shall:

4.3.1. prevent unauthorized access to, or use of, the Services, and notify ENVOY promptly of any such

unauthorized access or use,

4.3.2 have the right to share the content he is publishing using ENVOY services

4.3.3 comply with all applicable laws in using the Services, and

4.3.4 pay the Fees in full, without setoff or deduction in a timely manner;

4.3.5. not (i) modify, copy or create derivative works based on the Services; (ii) disassemble, reverse engineer, or decompile the Services or part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the ENVOY Services; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, or send or store material in violation of any third party’s privacy rights via the Services; (v) send or store viruses or malicious code via the Services; (vi) attempt to gain unauthorized access to the Services or its related software, systems, platforms or networks; (vii) use any components provided with the Services separately from the Services; or (viii) distribute, rent, lease, sublicense or provide the Services to any third party or use it in a service bureau, outsourcing environment, or for the processing of third party data.

4.4 Customer acknowledges and accepts that certain Service tiers and features are supported by and may contain advertising and promotional messages alongside Customer Data. Customer agrees that it shall not participate in any revenue or consideration received or receivable by ENVOY in connection with the delivery of such advertising or promotional messages.

5. Fees and Payment

5.1. The Fees payable for the Services are set forth in the applicable Commercial Schedule. The Fees will be invoiced in accordance with the relevant Commercial Schedule and are due in accordance with the payment terms set forth in such applicable Commercial Schedule.

5.2. Customer will pay or reimburse ENVOY or, when required by law, the appropriate governmental agency, for taxes of any kind, including sales, use, VAT, excise, customs duties, withholding, property, and other similar taxes (other than taxes based on ENVOY’s net income or arising from the employment relationship between ENVOY and its personnel) imposed in connection with the fees paid for the Services, which are exclusive of these taxes.

5.3. In addition to its other rights and remedies, ENVOY reserves the right, without liability to the Customer, to suspend any and all access to the Services if Customer fails to pay the Fees or any other amount due until all accounts are paid in full. The unpaid balance of each late payment bears interest at a rate equal to the lesser of 1% per month or the maximum amount permitted by law.

6. Term and Termination

6.1. This Agreement begins on the Effective Date and will remain in effect unless terminated pursuant to Section ‎6.2 or ‎6.3 below.

6.2. At any time during the Term, either party may terminate this Agreement for its convenience; however, such termination will have no effect on Commercial Schedules executed by the parties prior to its effective date, including but not limited to payment obligations contained therein, and such Commercial Schedules will remain in full force and effect under the terms of this Agreement for the term specified therein. Commercial Schedules may not be terminated for convenience unless otherwise specified therein.

6.3. Either party may terminate this Agreement for cause: (i) upon 30 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

6.4. In addition to its other rights and remedies, ENVOY reserves the right, without liability to Customer, to immediately suspend any and all access to the Services if Customer is suspected to have committed a material breach of this Agreement or any relevant Commercial Schedule until such material breach is cured. If such material breach is (i) unable to be cured, or (ii) is not cured within 14 days from receipt of written notice hereof, then ENVOY may immediately terminate the Agreement and/or the affected Commercial Schedule.

6.5. Upon termination pursuant to ‎6.2 and ‎6.3 above, all rights and licenses granted herein will terminate and Customer will make no further use of the Services. No termination will relieve the Customer of the obligation to pay any Fees accrued or payable to ENVOY. At ENVOY’s sole discretion, data may still be available in a read-only mode, where Customer can access data, but not edit any existing links or add new. Notwithstanding the above, after a one-year period, ENVOY shall have no obligation to maintain or provide any Customer Data and may thereafter delete Customer Data without further notice. ENVOY may, at its sole discretion, provide reader-access to links created after termination, and may decide at its sole discretion, for Customer links to remain active as set up on creation or edit date. Notwithstanding the above, upon termination, ENVOY reserves the right to deactivate links that have not received at least 50 clicks within a consecutive period of 90 days, without further notice. Customers will not be able to create new links nor edit already created links after termination.

7. Limited Warranty

7.1. ENVOY warrants to Customer that the Services (i) will perform in substantial accordance with the applicable SLA, if any, and (ii) will be performed in a manner consistent with industry standards reasonably applicable to the provision thereof. Customer’s exclusive remedy and ENVOY’s sole obligation for breach of the warranty in this Section 7 will be ENVOY’s use of commercially reasonable efforts to have the Services perform in substantial accordance with the SLA, or replace the non-conforming portion of the Service within a reasonable period of time, or if ENVOY cannot have the Service perform in substantial accordance with the SLA or replace the Services within such time period, then ENVOY will refund the amount paid by Customer for the Services, pro-rated from the date of the notice of the claim. Customer’s rights and ENVOY’s obligations in this Section 7 are conditioned upon Customer’s providing ENVOY with written notice of the claim, a complete description of the alleged defects and a specific reference to the part or parts of the Services and/or SLA, as applicable, to which such alleged defects are contrary.

8. Proprietary rights and confidentiality

8.1. ENVOY, its Affiliates or licensors retain all right, title and interest to the Services and all related intellectual property and proprietary rights. The Services are protected by applicable copyright, trade secret, industrial and other intellectual property laws. ENVOY owns all right, title and interest in Service Items and access to and use of the relevant Service Items will be governed by the terms of this Agreement. The Service Items are deemed Confidential Information under this Agreement. ENVOY reserves any rights not expressly granted to the Customer.

8.2. “Confidential Information” means all proprietary or confidential information that is disclosed to the Recipient by Discloser, and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its customer-related and financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; (ii) as to ENVOY, and its licensors, the Services; and (iii) the terms of this Agreement, including without limitation, pricing information. Confidential Information does not include information that Recipient can show: (a) was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (d) is or was independently developed by or for Recipient.

8.3. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this Agreement. The Recipient (i) will exercise the same degree of care and protection with respect to the Confidential Information of the Discloser that it exercises with respect to its own Confidential Information and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of the Discloser. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to Recipient’s employees and agents who have a need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.

8.4. If the Recipient becomes aware of any unauthorized use or disclosure of Discloser’s Confidential Information, then Recipient will promptly and fully notify the Discloser of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are required (by oral questions, interrogatories, requests for information, or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of Discloser’s Confidential Information, the Recipient will not disclose the Discloser’s Confidential Information without providing the Discloser with commercially reasonable advance prior written notice to allow Discloser to seek a protective order or other appropriate remedy or to waive compliance with this provision. In any event, the Recipient will exercise its commercially reasonable efforts to preserve the confidentiality of the Discloser’s Confidential Information, including, without limitation, cooperating with Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. Notwithstanding the foregoing, Customer agrees that ENVOY may refer to Customer as a customer of ENVOY, both internally and in externally published media.

8.5. As between ENVOY and Customer, Customer owns all rights, title and interest in and to Customer Data (to the extent that such Customer Data has intellectual property rights protection). Customer grants ENVOY a non-exclusive, transferable, sub-licensable, royalty-free license and right to:

(i) use the Customer Data pursuant to and for the duration of this Agreement (and for one year after termination) in order to provide the Services to the Customer; and

(ii) use the Customer Data in a form that is not directly attributable (i.e. artist based audiences is not considered directly attributable) to the Customer (“Non-Attributable Customer Data”) on a perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license basis in order to use, sell, reproduce, make available to the public, publish, translate, modify, create derivative works from, and distribute such Non-Attributable Customer Data in any ENVOY products or services any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created.

Customer acknowledges that, notwithstanding the above, ENVOY is a separate data controller in respect of any personal data of Users comprised in the Customer Data as further explained in clause 12.

9. Disclaimers and Limits on Liability

9.1. Disclaimer. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ENVOY, ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES OR USE THEREOF. ENVOY, ITS AFFILIATES AND LICENSORS HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT.

9.2. DISCLAIMER OF DAMAGES. EXCEPT FOR A BREACH OF SECTION ‎4.3 AND EACH PARTY’S RESPONSIBILITIES IN SECTION‎ 8, NEITHER PARTY OR ITS AFFILIATES ARE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF, DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF ANY NEGLIGENCE OF A PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW.

9.3. LIMITS ON LIABILITY. EXCEPT FOR A BREACH OF SECTION ‎8, ENVOY AND ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER PURSUANT TO THE COMMERCIAL SCHEDULES GIVING RISE TO LIABILITY.

10. Indemnifications

Subject to the terms of this Agreement, if a third party asserts a claim against ENVOY asserting that the Customer Data or Customer’s use of the Service in violation of this Agreement violates that third-party’s patent, trade secret or copyright rights, or otherwise harms the third party (“Claim”), Customer will, at its own expense: (a) defend or settle the Claim; and (b) indemnify ENVOY for any damages, losses, liabilities, costs and expenses suffered or incurred by ENVOY arising from the Claim.

Neither party’s obligations under this Section will apply if: (a) the indemnifying party’s legal department does not receive prompt, detailed written notice of the Infringement Claim/Claim from the party being indemnified, (b) the indemnifying party is not able to retain sole control of the defense of the Infringement Claim/Claim and all negotiations for its settlement or compromise, or (c) the indemnifying party does not receive all reasonable assistance from the party being indemnified. Neither party will bind the indemnified party to a monetary obligation in a settlement or compromise, or make an admission on behalf of the indemnified party, without obtaining that party’s prior consent.

THIS SECTION CONTAINS EACH PARTY’S EXCLUSIVE REMEDIES AND THE INDEMNIFYING PARTY’S SOLE LIABILITY FOR INFRINGEMENT CLAIMS/CLAIMS, RESPECTIVELY.

11. Governing Law and Dispute Resolution

11.1. A party will provide written notice to the other party of any controversy, dispute or claim arising out of or relating to this Agreement, or to the formation, interpretation, breach, termination, or validity thereof (“Controversy”). The parties shall engage in good faith negotiations to resolve the Controversy. Only if the Controversy is not resolved through good faith negotiations within 15 days of the sending of the written notice of Controversy, the Controversy may be submitted to litigation. Any dispute arising out of or in connection with our relationship, including any disputes regarding the existence, validity or termination of this Agreement, shall be governed by UK law. The dispute shall be subject to simplified arbitration administered by the Courts of England & Wales .

11.2. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Nothing in this Agreement shall be deemed as preventing either party from seeking immediate injunctive relief from any court having jurisdiction over the parties and the subject matter of the dispute.

12. Customer Data and Data Protection

12.1 Each of ENVOY and the Customer are separate data controllers in respect of their own processing of any personal data comprised in User Data and each party shall separately be responsible for their compliance with relevant data protection regulations in relation to the same.

12.2 ENVOY’s processing of such personal data of Users shall be undertaken in accordance with ENVOY’s Privacy Policy, which is published at www.envoy.is from time to time.

12.3 Customer shall be responsible for the security of the transmission of Customer Data to ENVOY but, when the Customer Data is with ENVOY, it shall take appropriate technical and organizational measures to ensure a level of security appropriate to the risk in accordance with data protection legislation.,

13. Verification

13.1. Customer agrees that ENVOY or its agent may monitor the Services to ensure Customer’s compliance with the terms of this Agreement.

14. Miscellaneous Terms

14.1. ENVOY is not liable for its failure to perform any of its obligations under this Agreement during any period in which performance is delayed by Customer or circumstances beyond ENVOY’s reasonable control.

14.2. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.3. Customer will receive system notifications from ENVOY and its licensors, if applicable (i.e. planned downtime notices, etc).

14.4. This Agreement, including any Exhibits and Commercial Schedules constitutes the entire agreement between Customer and ENVOY and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Services.

14.5. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement.

14.6. There are no third party beneficiaries to this Agreement; Customer is not entering into a contractual relationship with ENVOY’s licensors and ENVOY’s licensors have no liability to Customer.

14.7. No modification or waiver of any provision hereof will be effective unless made in a writing signed by both ENVOY and Customer.

14.8. This Agreement and the rights hereunder are not transferable or assignable by Customer (and any attempted assignment will be void) without the prior written consent of ENVOY, except to a person or entity who acquires all or substantially all of the assets or business of Customer, whether by sale, merger or otherwise. ENVOY may assign or transfer this Agreement without Customer’s consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.9. Any additional or conflicting terms of any Customer purchase order are rejected by ENVOY and do not apply.

14.10. Any additional documents presented to an ENVOY representative by Customer for signature as a condition for going on a Customer’s site will be governed by this Agreement and to the extent that such document presents additional terms or conflicts with this Agreement, it shall be considered null and void.

Copyright © 2021 ENVOY Technology Limited Company Nr.12570834. All rights reserved.