TERMS OF USE AGREEMENT
Effective Date: June 10, 2025
PLEASE READ THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”) CAREFULLY. THIS IS A BINDING CONTRACT.
This Agreement governs your access to and use of the Enovitec AD digital advertising platform (the “Platform”), operated by Enovitec Group LLC, a New York limited liability company ("Enovitec", "we", "us", or "our").
By creating an account, clicking “I AGREE,” or by accessing, using, or interacting with the Platform in any manner, you, on behalf of yourself and any entity you represent (“User,” “you,” or “your”), acknowledge that you have read, understood, and unconditionally agree to be bound by this Agreement, our Privacy Policy, and all other policies, guidelines, and supplemental terms incorporated herein by reference.
If you do not agree to all terms and conditions of this Agreement, you have no right to use the Platform and must immediately cease all access and use.
1. Legal Capacity and Authority You represent and warrant that you are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater. If you are using the Platform on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you are an authorized representative of that entity with the full legal authority to enter into this Agreement and bind such entity to its terms.
2. Account Security and Responsibility You are solely responsible for all activities that occur under your account. You agree to: (a) create a strong password and maintain the strict confidentiality of your account credentials; (b) immediately notify Enovitec in writing of any suspected or actual unauthorized use of your account or any other breach of security; and (c) ensure that you exit from your account at the end of each session. Enovitec shall not be liable for any loss or damage arising from your failure to comply with this section.
3. License Grant from User In consideration for access to the Platform, you grant Enovitec a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, worldwide license to use, reproduce, display, and distribute your company name, trademarks, service marks, logos, and any other brand assets you upload or provide (collectively, "User Brand Assets") in connection with: (a) The operation and promotion of the Platform; (b) Our promotional materials, marketing content, case studies (both public and private), and investor relations materials; (c) Internal presentations and client proposals. This license shall survive the termination of your account or this Agreement. The right to opt-out as stated in the previous version is hereby revoked and removed.
4. Prohibited Conduct Your license to use the Platform is strictly conditional upon your adherence to this Agreement. You shall not, and shall not permit any third party to: (a) Use the Platform for any illegal, fraudulent, harassing, or abusive purpose; (b) Upload or transmit any material that is libelous, defamatory, obscene, or that infringes upon any third-party's intellectual property rights; (c) Engage in any activity that interferes with or disrupts the Platform's integrity, performance, or security, including but not limited to deploying viruses, malware, or any other malicious code; (d) Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Platform; (e) Engage in any form of fraudulent activity, including but not limited to click fraud, impression fraud, or the manipulation of analytics or metrics; (f) Scrape, build databases, or otherwise create permanent copies of any content derived from the Platform. Violation of this section may result in immediate termination of your account without notice and may subject you to civil and criminal penalties.
5. Intellectual Property All right, title, and interest in and to the Platform, including all content, software, technology, trademarks, logos, and other intellectual property, are and will remain the exclusive property of Enovitec Group LLC and its licensors. This Agreement does not grant you any license or right to use Enovitec's intellectual property except for the limited, revocable right to access and use the Platform as expressly permitted herein.
6. DISCLAIMER OF WARRANTIES THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ENOVITEC EXPLICITLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
ENOVITEC MAKES NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO GUARANTEES REGARDING THE PERFORMANCE, RELIABILITY, OR SUCCESS OF ANY ADVERTISING OR PUBLISHING ACTIVITY CONDUCTED THROUGH THE PLATFORM.
7. LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ENOVITEC GROUP LLC, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ENOVITEC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL ENOVITEC’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PLATFORM EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO ENOVITEC IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
8. Indemnification You agree to defend, indemnify, and hold harmless Enovitec Group LLC, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your violation of this Agreement; (c) your User Brand Assets; or (d) your violation of any third-party right, including any intellectual property right or right of publicity.
9. Termination Enovitec reserves the right to suspend or terminate your account and your access to the Platform at its sole discretion, for any reason or no reason, without prior notice or liability. Upon termination, all licenses and rights granted to you under this Agreement will immediately cease. Sections 3, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive any termination of this Agreement.
10. Modifications to the Platform and Agreement We reserve the right, at our sole discretion, to modify, suspend, or discontinue the Platform or any part thereof at any time, without notice. We also reserve the right to modify this Agreement at any time by posting the revised version on our website. It is your responsibility to review the Agreement periodically for changes. Your continued use of the Platform after the posting of a revised Agreement constitutes your binding acceptance of the changes.
11. Governing Law and Dispute Resolution (a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. (b) Mandatory Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in New York County, New York, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. (c) CLASS ACTION WAIVER: YOU AGREE THAT ANY CLAIMS AGAINST ENOVITEC MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. (d) Waiver of Jury Trial: You and Enovitec knowingly, voluntarily, and intentionally waive any right to a trial by jury in any action or proceeding arising out of or with respect to this Agreement.
12. General Provisions (a) Entire Agreement: This Agreement constitutes the entire and exclusive understanding and agreement between Enovitec and you regarding the Platform, and supersedes and replaces any and all prior oral or written understandings or agreements. (b) Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. (c) No Waiver: The failure of Enovitec to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. (d) Assignment: You may not assign or transfer this Agreement, by operation of law or otherwise, without Enovitec's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Enovitec may freely assign or transfer this Agreement without restriction.
13. Contact Information For any questions regarding this Agreement, please contact us at: Enovitec Group LLC Email: legal@enovitec.com