Effective Date: February 10, 2025

ACCEPTABLE USE POLICY.

Your use of the Eniteo software, including EnVision and Enmark Pay, and mobile application is provided on a software-as-a-service (“SaaS”) basis (the “Application”). The Application is hosted and maintained by Enmark Systems, Inc. (“Enmark,” “we,” “our” or “us”) and any information provided through the Application is governed by the following terms and conditions (“Terms”), including our Privacy Policy, available at https://enmark.com/terms-conditions, which is incorporated herein by this reference. You should carefully read these Terms before accessing and/or using the Application, as all such access is subject to these Terms. By using the Application, you signify your assent to these Terms. If you do not agree to all of these Terms, do not use the Application. We may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. Your continued use of the Application will mean you accept the modified Terms.

For clarification, if you are acquiring access to the Application through your company and your company is under a master services agreement with Enmark, the terms of such master services agreement shall control to the extent of any conflict with these Terms.

OWNERSHIP.

Application. The Application and all derivatives shall be and remain the property of Enmark or our “Third Party Providers” which include our licensors or suppliers which have granted Enmark the right to license portions of the Application or the information provided through the Application, as well as our data host providers, third party data providers, and payment processors. You shall have no rights or interests in the Application except as set forth in these Terms. You acknowledge and agree that Enmark (and none of our Third Party Providers) shall be solely responsible to investigate, defend, settle and discharge any third party claims that the Application infringes any United States patent right, copyright, trade secret or other intellectual property right of such third party. You agree to notify Enmark immediately in writing of any such claim and to cooperate as necessary in the defense and settlement of such claim. Notwithstanding the foregoing, any infringement claim related to a third party application linked through our Application (e.g., payment platforms such as CardConnect/Fiserv), are subject to the terms from such third party providers and Enmark has no liability for such third party applications.

Ownership of Data. Enmark acknowledges that you own all right, title and interest in, and retain the intellectual property rights in all your data uploaded or entered through the Application by you (“User Data”). You hereby grant Enmark (and, if you acquire access through your company, your company) the right to use your User Data consistent with our Privacy Policy and as necessary to fulfill our obligations for your use of the Application. You acknowledge this permitted use will include any User Data we need to provide to a third party application linked through our Application (e.g., payment platforms such as CardConnect/Fiserv) for you to use such services in conjunction with the Application. In addition, Enmark reserves the right to use your User Data for statistical analysis and usage reports (and, if applicable, may provide the same to your company). Please note, as noted in our Privacy Policy, you may opt-out of any marketing use of your User Data.

We may also collect usage data related to your use of the Application, including through cookies or device identifiers or IP addresses or data provided by a third party data provider (e.g. Google Analytics). We use such usage data to improve our Application and the information provided through the Application.

You acknowledge that Enmark and/or Third Party Providers own all right, title and interest in, and retain the intellectual property rights in all information provided through the Application and collected, developed or licensed by Enmark and/or its licensors or suppliers for use in conjunction with the Application (collectively “Enmark Data”). You agree not to change or delete any copyright or proprietary notice from Enmark Data, content contained on or provided through the Application or any website accessible through the Application.

DISCLAIMERS; LIMITATIONS ON LIABILITY

No Warranty. The Application and any information contained on or provided through the Application is believed to be accurate, but neither we nor our Third Party Providers warrant or guarantee such accuracy. The Application and any information provided through the Application is subject to change (without notice) and is provided to you on an “AS IS” and “AS AVAILABLE” basis at your own risk. You acknowledge and agree that neither Enmark (including its Third Party Providers) (nor, if applicable, your company under a master services agreement with Enmark) shall be liable in any way for your use of the Application or information provided through the Application, including information from a Third Party Provider, and that all such use is at your sole risk including any third party claims arising out of your use of either the Application or information provided through the Application. NEITHER ENMARK NOR OUR THIRD PARTY PROVIDERS MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE APPLICATION OR THE INFORMATION PROVIDED THROUGH THE APPLICATION.

YOU FURTHER ACKNOWLEDGE AND AGREE THAT, WHILE WE MAY AGREE TO REFUND THE PURCHASE PRICE FOR THE APPLICATION, ENMARK, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS AND SHALL HAVE NO OTHER LIABILITY OR WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY UNDER THESE TERMS WILL BE SOLELY AS PERMITTED UNDER THESE TERMS. ENMARK DOES NOT WARRANT OR REPRESENT THAT THE APPLICATION OR ANY INFORMATION PROVIDED ARE ACCURATE, ERROR-FREE OR RELIABLE OR THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED, TIMELY, AND SECURE OR THAT YOUR USE OF THE APPLICATION, OR THE INFORMATION WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. NEITHER ENMARK (NOR, IF APPLICABLE, YOUR COMPANY UNDER A MASTER SERVICES AGREEMENT WITH ENMARK), NOR ANY THIRD PARTY PROVIDER MAKES ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE INFORMATION PROVIDED THROUGH THE APPLICATION AND THEY SHALL NOT BE RESPONSIBLE FOR COSTS OR ANY DAMAGES THAT RESULT FROM RELIANCE ON OR USE OF THE INFORMATION OR THE APPLICATION. Some jurisdictions do not allow the exclusion of implied warranties, so this exclusion may not apply to you.

LIMITATIONS ON LIABILITY FOR THIRD PARTY PROVIDERS. YOU ACKNOWLEDGE AND AGREE THAT THIRD PARTY PROVIDERS HAVE NO OBLIGATION FOR ANY WARRANTY, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE APPLICATION PROVIDED UNDER THESE TERMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WHILE SUCH THIRD PARTY PROVIDERS MAY AGREE TO REFUND THE PURCHASE PRICE FOR THE APPLICATION PROVIDED UNDER THESE TERMS, SUCH PROVIDERS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY UNDER THESE TERMS WILL BE SOLELY AS PERMITTED UNDER THESE TERMS.

LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ENMARK (INCLUDING ITS THIRD PARTY PROVIDERS OR, IF APPLICABLE, YOUR COMPANY UNDER A MASTER SERVICES AGREEMENT WITH ENMARK) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE INFORMATION PROVIDED BY A THIRD PARTY PROVIDER, THE APPLICATION, WITH THE DELAY OR INABILITY TO USE THE APPLICATION, OR WITH THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY CONTENT CONTAINED ON OR PROVIDED THROUGH THE APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge and agree that neither Enmark nor its Third Party Providers are liable for any personal injury, including death, caused by your use or misuse of the Application or information provided through the Application. If the foregoing limitations as to direct damages are not permitted in the relevant jurisdiction, Enmark including on behalf of its Third Party Providers, shall be liable only to the extent of verifiable, actual damages incurred by you directly related to the subscribed and paid for Application, not to exceed the fees you actually paid for the Application in the two (2) months prior to the date of the event giving rise to such damages. Any claims arising in connection with your use of the Application or information provided through the Application must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms are exclusive and limited to those expressly provided for in these Terms. If you are dissatisfied with the Application, your sole and exclusive remedy shall be for you to discontinue use of the Application.

FUNDAMENTAL AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS AND THE APPLICATION AND INFORMATION PROVIDED WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS OF LIABILITY.

YOUR OBLIGATIONS.

User Account. You may create a user account for your use with the Application. If you are under the age of 18, we require that you inform your parent or guardian and have their consent to open a user account. You shall be solely responsible for the security, confidentiality and integrity of all messages and the content that you receive, transmit or store via the Application. Enmark has several tools that allow you to record and store information. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your user account using your credentials (i.e. user ID and password). You agree to bear all responsibility for the confidentiality of your user account credentials and all use or charges incurred from use of the Application with your user account.

Privacy. Any information you provide through any our website’s blog or comments feature (if any) should be public and non-confidential. We will protect the privacy of information provided in your user account in accordance with our Privacy Policy.

Fees/Credit Card Charges. You are responsible for paying the fees, if any, associated with the current Application SaaS period. All fees are exclusive of sales and other taxes and you are responsible for payment of any applicable federal, state, local and city taxes. Any subscription fees paid for the current SaaS period are non-refundable, even if you elect to terminate your use of the Application. You shall not be liable for any taxes based on Enmark’s net income. Enmark reserves the right to modify or terminate your access to the Application, the fees or establish new fees for the Application at any time for any or no reason upon posting such modifications or by posting notice of termination through the Application and/or notifying you directly, including but not limited to notification via email or the Application. If you elect to pay for fees, if any, by credit card or through a third party payment processor (e.g., Stripe), you are responsible for providing valid payment information (i.e., bank debit or credit card number) at the time you register to pay. You represent and warrant that you are an authorized user of any bank debit or credit card number provided, and you agree to pay all charges resulting from your account for the Application ordered at the fees then in effect, including any unauthorized charges incurred prior to your notice to Enmark of such charges. You agree that Enmark may pass your bank debit or credit card information and personally identifiable information as necessary to Enmark’s designated payment provider(s) for their use in processing the bank debit or credit card payment for the Application. NOTE: if you use a third party payment processor you will be linked to their site and you will be entering such information directly into their system.

Application Terms. The Application is proprietary to Enmark and is protected by intellectual property laws and other laws. Your access to the Application is licensed and not sold. Subject to the timely payment of all fees, if any, and compliance with the Terms, Enmark agrees to provide you with a personal, non-transferable account that enables you to access and use the Application.

Restrictions. Enmark hereby grants you a limited, non-exclusive, non-transferable right to use the Application on a SaaS basis only for your own purposes in accordance with these Terms. You shall have no right to make or use additional copies of the Application. Your access to any Enmark documentation is solely for your use with the Application. Without the prior written permission of Enmark (or its applicable supplier), you may not publish, copy, reproduce, distribute, transfer, upload, post, transmit, or otherwise use, in whole or in part, any content contained on or provided through the Application. Except as otherwise permitted under these Terms, you shall not (and shall not assist any third party to): (a) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization) from the Application or from any other information by any means whatsoever; (b) distribute, disclose or allow use of any of the Application in any format through any timesharing device, service bureau, network or by any other means, to or by any third party; (c) modify or create a derivative work of the Application or any portion thereof; (d) upload or transmit any communications or content of any type through the Application that infringe or violate any rights of any party. By submitting communications or content through the Application or by email to Enmark, you agree that such submission is non-confidential for all purposes. You may not use the Application to send unsolicited commercial email to any person.

Access Limitations. You shall be solely responsible for providing, maintaining, and ensuring compatibility with the Application access requirements, all hardware, software, electrical or other physical requirements for your use of the Application, including without limitation, mobile devices, telecommunications and internet service provider access, connections, links, web browsers or other equipment, programs and services required to access the internet or to use the Application. You acknowledge and agree that from time to time the Application may be inaccessible or inoperable for any reason, including without limitation: (i) equipment malfunctions, (ii) periodic maintenance procedures or repairs; or (iii) other causes beyond our control. Additionally, because the Application is accessed via the internet or a mobile carrier, you may have connection issues due solely to your own internet or telecommunications service provider or other technological access requirements. Enmark is not responsible for any third party access requirements (e.g. your mobile telecommunications service provider).

Supplier Limitation. You agree that the Application is proprietary to Enmark, but access to the Application may include hardware, software elements and other proprietary materials from Enmark’s Third Party Providers that may be subject to license restrictions. Consequently, your access to the Application may be subject to the license limitations of Enmark’s Third Party Providers.

Termination. Your Application use rights will commence upon the download and activation of a related user account and will continue to be available as long as fees, if any, have been paid in accordance with the account terms for the current services period. Your user account may be terminated in the following ways: you may terminate your user account at any time by providing notice to Enmark. You acknowledge that any fees paid for a current services period shall not be refunded. Enmark may terminate your Application access right at any time upon notice: (i) for failure to pay fees, if any, for the current services period; or (ii) your material breach of these Terms.

Confidentiality. You shall hold all nonpublic technical or business information regarding the Application, as well as your user account access information (especially when provided by a company under a master services agreement with Enmark) (collectively “Confidential Information”) in trust and confidence and You agree that such Confidential Information shall be used solely for your internal use of the Application, and it shall not be disclosed to any third party under any circumstances whatsoever. You shall use a reasonable standard of care to prevent unauthorized disclosure, use or publication of such Confidential Information.

MISCELLANEOUS PROVISIONS

Compliance with Applicable Laws. You agree that you will not use the Application or information provided through the Application for activities prohibited by state or federal law or other applicable rules or regulations. You agree that you will be solely responsible for complying with all applicable state or federal laws, rules or regulations when using the Application or information provided through the Application, including but not limited to use of surcharging (passing the cost of credit card processing fees on to your customers). You agree that you will be solely responsible for compliance and payment of any and all sales taxes. You represent and warrant that: (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Notices. Notices under these Terms shall be in writing and shall be deemed given when: (i) delivered personally; (ii) on the date sent by facsimile or e-mail to the number or e-mail address provided through your account; or (iii) three (3) business days after the date sent by certified mail, postage prepaid with return receipt requested. Notices to Enmark shall be made to:

Enmark: Enmark Systems, Inc.
Attn: Chief Financial Officer
220 E. Huron, Ste 650
Ann Arbor, MI 48104.

You may also contact Enmark by email at notices@enmark.com with any Application related questions or comments.

Indemnification. You agree to indemnify, defend, and hold harmless Enmark and its officers, directors, employees, agents licensors, and suppliers from any liability, loss, claim, action, demand, and expense (including reasonable attorneys’ fees) resulting from, or alleged to result from, your violation of these Terms.

Agreement. Unless you are an employee, agent, or authorized user of a company under a master services agreement with Enmark, these Terms constitute the entire agreement and understanding among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions expressed or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. These Terms shall be binding upon and inure to the benefit of the parties, their successors, and assigns.

Governing Law/Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any principles of conflicts of law. Any legal action or proceeding between Enmark or its suppliers and you related to these Terms shall be brought exclusively in a state or federal court of competent jurisdiction sitting in the state and federal courts in Michigan.

Waiver. Enmark’s failure to insist upon strict enforcement of any provision(s) of these Terms shall not be construed as a waiver of any provision or right.

Assignment. You are not permitted to assign these Terms or your user account or any of your rights and obligations to these Terms, in whole or in part, without the prior written consent of Enmark.

Severability. Should any provision of these Terms be held invalid or unenforceable, such invalidity will not invalidate the whole of these Terms, but rather that invalid provision will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of these Terms will remain in full force and effect.