Welcome and thank you for your interest in Enlyft! These Terms of Service (“Terms”) are a binding contract between Enlyft, Inc. and our affiliates and subsidiaries (collectively, “Enlyft,” “us,” “we,” or “our”) and you as a subscribing client (“Client”) or other user of our Services. These Terms govern your use of our platform (the “Platform”), enlyft.com and other online channels we own or operate (collectively, the “Site”), as well as other services we offer (altogether, with the Platform and Site, our “Services”). Order forms and other additional, separate terms may apply to our Services, each of which will be considered to form part of these Terms.
THESE TERMS include a class action waiver and an arbitration AGREEMENT that governs any disputes between you and ENLYFT.
If you have questions about these Terms of Service, please contact us at [email protected]
You agree to be unconditionally bound by these Terms by clicking to accept the Terms where this option is made available to you in any agreement, electronic form, or the user interface for any Service, or by visiting the Site or using another Service. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF ENLYFT’S SERVICES AND ANY USE OF ENLYFT’S SERVICES SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS. If you do not agree with any of these Terms or do not meet the Eligibility requirements in Section 2, you do not have permission to use the Services.
To use our Services, you must be: (a) at least 18 years old or the age of legal majority under the laws of your jurisdiction; and (b) not previously suspended or removed from our Services. If Client is an entity, organization, or company, the individual accepting these Terms on the Client’s behalf represents and warrants that they have authority to bind the Client to these Terms, and Client agrees to be unconditionally bound by these Terms.
This section governing subscriptions applies to you only if you are a Client registered for a paid subscription to the Services. Your subscription begins the day you sign up for Services and continues for the duration of the Subscription Term noted at registration. We reserve the right to change our subscription plans and other Services offered to Clients or adjust pricing for our Services or any components thereof in any manner and at any time. We will give you at least 30 days’ notice prior to any price change or change to your subscription.
You are responsible for maintaining the confidentiality of your login and password for the Services, and for all activities that occur using your access credentials. As a Client, you are solely responsible for all use of the Services by and through your account and subscription in compliance with these Terms and applicable law.
b. Service Levels. Enlyft provides the Client with access to and processing of Enlyft Data via the Platform and other Services. When a Client subscribes to Services, Enlyft grants the Client a limited, worldwide, non-exclusive, non-transferable right during the Subscription Term to use the Services at the Client’s selected service level and solely in connection with Client’s internal business operations. Additionally, Enlyft will use reasonable efforts to provide Client with technical support relating to the Services via email, provided that Client’s account is current and in good standing. Client’s receipt of Enlyft artificial intelligence Services or other Services are subject to one or more order forms or additional, separate terms and conditions, each of which are incorporated herein.
c. Documentation. Enlyft provides Clients with documentation relating to the Services in electronic, hardcopy and other formats various forms, forms, relating to the Services (e.g., user manuals, on-line help files) (“Documentation”). When you subscribe as a Client, Enlyft grants you a limited, worldwide, non-exclusive, non-transferable license, without right of sublicense, during the Subscription Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Enlyft Services in accordance with these Terms.
d. Client Contract. As a Client, your contract with Enlyft (“Client Contract”) starts the day you sign up and continues for the term stated at the time of signup (“Contract Term”). Unless otherwise stated at signup, at the conclusion of each Contract Term your Client Contract automatically renews for another Contract Term if you do not first cancel or change your Client Contract as provided in these Terms. You acknowledge that your and Enlyft’s obligations under the Client Contract begin anew with each renewal, and that Enlyft owes you no obligations beyond each successive Contract Term. You may cancel your Client Contract at any time by contacting Enlyft at [email protected]
Enlyft may cancel your Client Contract in our sole discretion at any time by giving you written notice. Except as otherwise provided herein, any cancellation of your Client Contract is effective at the end of the then-current monthly billing period. Cancellation of your Client Contract terminates your and Enlyft’s obligations described under Sections 4, 7, and 10, as well as any other agreements executed between Enlyft and you as a Client. The remainder of these Terms shall remain in full force and effect until terminated as provided in Section 23.
Notwithstanding anything to the contrary herein, Enlyft reserves the right to immediately terminate your Client Contract or refuse to provide the Services if: (a) we determine, in our sole discretion, that our Services are not appropriate for your business or purposes, or (b) you breach any of these Terms.
If you are a Clients, you agree to pay Enlyft the fees and other amounts due for the orders you make for the Services, including as set forth in any applicable Order Form, plus any applicable sales, use, excise, or other taxes (collectively, the “Subscription Fees”). If Client is billed by invoice, Client will pay all amounts due within 30 days of the date of the applicable invoice, unless otherwise agreed between the parties. All Subscription Fees are in U.S. Dollars. ALL PAID SUBSCRIPTION FEES ARE NONREFUNDABLE.
a. Payment Method. To receive Services as a Client, you must maintain a valid payment method on file with Enlyft, which is securely stored and processed via a PCI-DSS payment processor. If your payment method is a credit card, Enlyft may seek pre-authorization of your account prior to allowing you to begin Services, in order to verify that the credit card is valid and has the necessary funds or credit available to cover your Subscription Fees. If you arrange to make payments by check and you do not pay your invoice by the due date stated on the invoice, we will charge your credit or debit card or withdraw from your designated account at your depository institution for the outstanding balance past due. You represent and warrant that the payment information you provide to us is accurate and you are using a form of payment that you are legally authorized to use You also agree that you are solely liable for any payment or credit card fraud, abuse or unauthorized use by you or others.
b. Authorization. You agree that we may charge your credit or debit card, withdraw amounts from your designated account at your financial institution, or charge any other payment method that you have on file with us for the Subscription Fees or other amounts due hereunder, as well as any sales and use taxes and any late fees or interest (as described below). If you select a subscription plan with automatically recurring payments, you authorize Enlyft to periodically charge your payment method on a going-forward basis for all accrued sums and until cancellation of either the recurring payments or your Client account.
c. Late Payment. If you do not pay on time or if we cannot charge the payment method you have on file for any reason, Enlyft reserves the right to either suspend or terminate your access to the Services. In addition, if any payment is not received after the due date, Enlyft reserves the right to assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. Returning Clients must pay any unpaid balance, including any late fees, before receiving Services.
d. Taxes. Other than net income taxes imposed on Enlyft, Client will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from these Terms. Client will pay any additional taxes as necessary to ensure that the net amounts received by Enlyft after all such taxes are paid are equal to the amounts that Enlyft would have been entitled to in accordance with these Terms as if the taxes did not exist.
e. Changes and Cancellations. To change or cancel your subscription, please contact Enlyft at [email protected] Your subscription plan change is effective immediately and applies to the entire monthly billing period during which you contacted us. Any resulting additional fees are due at the time of change. If you cancel during a promotional period, your cancellation is effective immediately. Otherwise, your cancellation is effective at the end of the then-current monthly billing period. If you cancel your subscription or otherwise terminate your agreement with us, we will retain any fees you paid to us under these Terms, unless otherwise set forth herein. If we terminate your subscription and determine you are owed a refund, we will refund a prorated amount based on your subscription fee at the time of termination and the number of days remaining in the billing cycle by issuing a credit to your credit card.
Client will use reasonable efforts to prevent any unauthorized use of the Services and will immediately notify Enlyft at [email protected] of any unauthorized use. In the case of unauthorized use by anyone who obtained access to the Services directly or indirectly through Client, Client will take all steps reasonably necessary to terminate the unauthorized use. Client will cooperate and assist with any actions taken by Enlyft to prevent or terminate unauthorized use of the Enlyft Services or Documentation.
Except as otherwise explicitly provided in these Terms or as expressly permitted by applicable law, Client will not, and will not permit or authorize third parties to use the Services: (a) in a manner that violates any applicable law, rule or regulation, including without limitation the U.S. CAN-SPAM Act, the Canadian Anti-Spam Legislation, or the U.S. Telephone Consumer Protection Act, each as amended from time to time; (b) to transmit, store, or process data subject to heightened protections or restrictions under applicable law or regulation; (c) to promote any goods or services or send communications that are illegal in the place offered to consumers or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (d) in a manner that violates any right of a third party, including by infringing or misappropriating any third-party intellectual property right; (e) to provide services to third parties (e.g., as a service bureau); (f) (including any installation and/or use of Enlyft’s plugin) for any benchmarking activity or in connection with the development of any competitive product; (g) to defraud, deceive or mislead anyone; (h) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; or (i) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (viii) to threaten or promote violence.
You further agree to not: (i) rent, lease, or otherwise permit third parties to use the Services or Documentation; (ii) modify, translate, reverse engineer, decompile, disassemble, or otherwise derive the source code or the underlying ideas, algorithms, structure, or organization of the Enlyft Services (except to the extent that applicable law prevents the prohibition of such activities); (iii) use or access the Services in a manner that materially impacts or burdens Enlyft or our servers and other computer systems, or that interferes with our ability to make available any product or service to any third party; (iv) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other account on the Services without permission; (v) circumvent or disable any security or other technological features or measures of the Services; or (vi) attempt to circumvent its Plan Level access or use parameters, including (but not limited to) via the creation of multiple accounts using different email addresses. If Enlyft, in its sole and reasonable discretion, suspects that Client has breached any of the use restrictions in this section, it may immediately terminate these Terms and Client’s access to the Services.
a. License Grant. Enlyft grants you a revocable, non-transferable, non-exclusive license to access the Site and, if you are a Client in good standing, to use the Services to which you subscribe or order during the Subscription Term. You have no other rights to the Services, (including Documentation) except as expressly granted in these Terms. Enlyft reserves all rights to the Services not expressly granted to you herein. Enlyft owns all right, title, and interest (including all intellectual property rights) in and to the Services, the Documentation, any other Enlyft product or services, and any improvements thereto, including any improvements made for or at the request of or in collaboration with Client or as a result of Enlyft’s use, processing, or generation of Client Data (defined in Section 11).
b. Enlyft Contents. Unless otherwise expressly indicated, the information contained on our Services, including but not limited to: Enlyft Data, all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks, on the Site or in our other Services, are copyrights, trademarks, trade dress or other intellectual property (collectively, our “Contents”) owned, controlled, or licensed by Enlyft or its affiliates, or are the property of their respective owners. Our Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions. Your use of the Services does not grant you a license to the Contents or authorize you to use any Contents in any manner other than specifically authorized by these Terms.
You may only display, download, or print the Contents for the purpose of using the Services as an internal or personal business resource. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Enlyft.
You may not use our Contents in any way that might confuse others or that disparages us. Any other use of the Contents in the Services, including reproduction for purposes other than as noted herein, without the prior written permission of Enlyft, is strictly prohibited. Only a duly authorized officer of Enlyft may grant permission or a license to use any of our Contents. Any attempted grant or similar promise by anyone other than a duly authorized officer of Enlyft is invalid.
c. Trademarks. The following is a non-exhaustive list of Enlyft’s registered and/or common law trademarks and service marks: Enlyft, Inc., Enlyft (word mark); the Enlyft Logo (in various stylizations); and all logos, trademarks, service marks, product names and trade names associated with Enlyft. Enlyft’s trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial, or modified form, without the prior written permission of Enlyft. You may not use any meta tags or any other hidden text utilizing a Enlyft name, trademark, or product name without Enlyft’s prior written permission. Third party trademarks and service marks used in our Services are the property of their respective owners, and we use them with their consent. Enlyft and the other licensors of the marks in our Services reserve all rights with respect to all Contents and all intellectual property.
Upon termination of these Terms: (a) the rights and licenses granted to you herein shall terminate; (b) you shall cease all use of the Services that have been terminated; and (c) Enlyft may at our own discretion remove and/or purge data, account information, and any other information obtained by us in connection with providing you the Services. Enlyft reserves the right to disable any username, 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.
a. Client Data. Client shall retain all right, title, and interest, including all intellectual property rights, in and to any data or information that Client uploads or inputs into the Services or otherwise makes available to Enlyft (“Client Data”). Client is solely responsible for maintaining and backing up Client Data. Client hereby grants Enlyft a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, irrevocable license to use, process, transmit, and store the Client Data: (a) during the Subscription Term, for the purpose of exercising Enlyft’s rights and performing its obligations under these Terms; and (b) in perpetuity, in a form that does not identify Client as the source thereof, for Enlyft’s business purposes, including to develop and improve Enlyft’s products and services. Enlyft may also use Client’s and its End Users’ use history on the Services, statistics, and telemetry for Enlyft’s internal analytical purposes related to its provision of the Services, including to improve and enhance the Services. For the sake of clarity, aggregated and anonymized data is not Confidential Information (as defined in paragraph c) of the Client.
Client represents and warrants that: (i) Client has all rights necessary to grant Enlyft the licenses in this section and to enable Enlyft to exercise its rights under these Terms; (ii) Client’s collection and use of any Client Data in connection with the Enlyft Services complies with all applicable privacy and data protection laws, rules, and regulations; and (iii) the Client Data, and the use of the Client Data as contemplated by these Terms, does not and will not: infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or cause Enlyft to violate any Privacy Laws or any other law or regulation.
b. Feedback. If Client provides any materials, communications, suggestions, comments, improvements, ideas or other feedback related to the Site or our Services (“Feedback”) to Enlyft concerning the functionality and performance of the Enlyft Services (including identifying potential errors and improvements), Client hereby grants Enlyft an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such feedback in any manner and for any purpose, including to improve the Enlyft Services and create other products and services, without payment or restriction.
c. Confidentiality. You and Enlyft agree that Enlyft’s Contents and Trademarks, the Services, Client Data, and any information shared between the parties and marked or understood to be confidential in nature are Confidential Information. Both parties will not, during or after the term of these Terms, use the other party’s Confidential Information for any purpose other than the purposes specified in these Terms, or disclose the other party’s Confidential Information to any third party. Either party may disclose the other party’s Confidential Information if required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting the information from public disclosure. Except as otherwise specified in these Terms, it is understood that Confidential Information will remain the sole property of the disclosing party. Both parties further agree to take all reasonable precautions to prevent any unauthorized disclosure of the other party’s Confidential Information.
Enlyft will use commercially reasonable efforts to maintain availability of the Services during your subscribed-to Service times. You agree and understand that there will be times when the Services will not be available, such as: scheduled maintenance times, outages, emergency maintenance, unavailability caused by software, hardware, or other Clients, and causes beyond our reasonable control. Enlyft will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. Enlyft is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service for any reason, or any lack of Service caused by your device or your internet or wireless service provider.
a. Beta Versions. Enlyft may, in its sole discretion, make new versions of our Services available prior to their release to the general public, for testing and evaluation purposes (“Beta Versions”). Beta Versions are subject in all respects to these Terms, except that Enlyft may discontinue the Beta Version or your ability to use a Beta Version at any time, with or without notice to you and without further obligations to you. By permitting you to access, download, install, or use a Beta Version, Enlyft does not grant any additional right to you under any copyrights, patents, trademarks, or trade secret information.
b. Updates. From time to time, we may, in our sole discretion, develop and provide updates to our Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your device settings, when an internet-connected device is connected to the internet, either (i) the Services will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that our Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.
Enlyft is owned and operated in the United States and subject to United States’ law. If you choose to access or use the Services in any manner, you do so on your own initiative and are responsible for compliance with applicable local laws. Use of the Services is void where prohibited. Enlyft reserves the right to limit, in our sole discretion, the provision and quantity of all or certain Services or features to any person or geographic area.
Some of the Services may be available through or integrated with Third Party Products, applications, platforms, or products ("Third Party Products"). In some cases, Enlyft may offer the Services using Third Party Products, or a Client may choose to integrate our Services with a Third Party Products of their choosing. For example, the Services may offer features that link or integrate a Client’s account on the Services with Third-Party Software. As a Client, you consent to Enlyft transferring your Client Data from and to the applicable Third-Party Software in connection with Enlyft’s provision of the Services. Enlyft has no control over Third-Party Software or the practices of any third party, and in no case shall Enlyft be responsible for any Third-Party Software use of Client Data or other information.
As a Client, you are solely responsible for your use of the Services with any Third Party Products. You understand and agree that: (a) the Third Party Products may have its own terms and conditions of use and privacy policies, and you agree to use the Third Party Products in accordance with all applicable terms and conditions and privacy policies; (b) Enlyft does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Products, or for any transaction you may enter into with the provider of any such Third Party Products; and (c) Enlyft does not warrant the compatibility or continuing compatibility of the Third Party Products with our Services. You further agree to obtain all permissions or approvals from each applicable Third-Party Software as may be necessary or required to transfer such data to the Services. Enlyft assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Products.
You are strictly prohibited from violating or attempting to violate Enlyft’s security features, such as by: (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; (iii) attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing”; or (iv) sending unsolicited email, including promotions and/or advertising of products or services, forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. You further agree not to use or try to use any engine, software, tool, agent or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to run scripts, navigate or search the Services other than the search features that we make available via the Services. If you violate our system or network security, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations.
a. Texting Consent. By providing us with your wireless phone number, you consent to Enlyft sending you informational text messages related to the products, Services, or information you have requested from us. If you activate a feature of our Software that allows us to send you text messages, per your request, we may contact you via text to test the system, for demonstration purposes, or to troubleshoot. The number of texts that we send to you will be based on your circumstances and requests. You can unsubscribe from text messages by replying STOP or UNSUBSCRIBE to any of these text messages. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.
b. Marketing Communications. We may send you marketing communications by email, mail, or other means in compliance with applicable law. As part of our policy to provide you total privacy, we provide you the option of opting out from receiving marketing communications from Enlyft.
c. Electronic Communications. When you use Enlyft services, or send e-mails, text messages, and other communications from your device to Enlyft, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Services, and you can retain copies of these communications for your records. If you require assistance with your records or if you wish to receive records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at [email protected] You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Agreements and transactions executed prior to this request will remain valid and enforceable.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. ENLYFT MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. Enlyft does not warrant that the Services will meet all of your requirements or that its operations will be uninterrupted or error- free, or that any defect within the Services will be corrected. No oral or written information, representation or advice given by Enlyft shall create a warranty without a writing signed by Enlyft reflecting the creation of such warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ENLYFT BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY - WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), AGENCY, WARRANTY, STATUTE, OR OTHERWISE - FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ANY LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, OR ANY OTHER LOSSES OR DAMAGES OF ANY KIND, HOWEVER ARISING, EVEN IF ENLYFT KNEW OR SHOULD HAVE KNOWN THAT THERE WAS A POSSIBILITY OF SUCH LOSSES OR DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ENLYFT SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AGGREGATE OF THE FEES PAID BY YOU TO ENLYFT FOR SERVICES DURING THE THREE MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR, IF NO FEES WERE PAID DURING SUCH THREE MONTH PERIOD, ONE HUNDRED US DOLLARS ($100), IN EACH CASE, WHETHER OR NOT ENLYFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF ANY CLAUSE OR PROVISION OF THIS SECTION IS OR BECOMES ILLEGAL, INVALID, IMPOSSIBLE TO PERFORM, OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS EFFECTIVE DURING THE LIFE OF THESE TERMS, THE PARTIES INTEND THAT THE REMAINDER OF THIS SECTION SHALL NOT BE AFFECTED AND THAT THIS SECTION SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY ENLYFT TO CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
You AGREE TO DEFEND, indemnify, and hold ENLYFT, our subsidiaries and our affiliates, and their respective MEMBERS, directors, officers, agents, partners, and employees, harmless from and against any DIRECT OR THIRD-PARTY claims, LOSSES, LIABILITIES, COSTS, EXPENSES, DAMAGES, OR DEMANDS, INCLUDING without limitation reasonable attorneys’ fees DUE TO, RELATING TO, OR ARISING OUT OF (I) your access to or use of the Services in violation of our Terms; (II) Client Data; (iii) your breach or alleged breach of any Representations or warranties made by you hereunder or your violation of any other provision of these Terms; or (iV) your violation of any law or the rights of a third party. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, ENLYFT MAY SELECT ITS OWN LEGAL COUNSEL TO REPRESENT ITS INTERESTS WHEN DEFENDING AGAINST DIRECT OR THIRD-PARTY CLAIMS OR DEMANDS, AND YOU MUST (a) REIMBURSE ENLYFT FOR ITS COSTS AND ATTORNEYS’ FEES IMMEDIATELY UPON REQUEST AS THEY ARE INCURRED, AND (b) REMAIN RESPONSIBLE TO ENLYFT FOR ANY LOSS, LIABILITY, COST, EXPENSE, CLAIM, DAMAGES, OR DEMAND IDENTIFIED IN THIS SECTION.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. You agree that any dispute, controversy or claim between you and Enlyft arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.
a. Informal Dispute Resolution. We want to address your concerns without the necessity of a formal legal case. Before filing a claim against Enlyft, you agree to try to resolve the Dispute informally by contacting [email protected] Enlyft will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Enlyft may bring a formal proceeding.
b. Arbitration Agreement. You and Enlyft each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in King County, Washington, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or Enlyft may assert claims, if they qualify, in small claims court in King County, Washington or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.
c. Class Action Waiver. You may only resolve Disputes with Enlyft on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.
d. Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
a. Geographic Restrictions. Enlyft is owned and operated in the United States. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Access to our Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
b. Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in King County, Washington for resolution of any lawsuit or court proceeding permitted under these Terms.
c. Relationship of Parties. The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
d. Assignment. You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, but Enlyft may freely assign or transfer these Terms without restriction. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Notwithstanding the foregoing, either Party may, without consent of the other Party, assign these Terms to such Party’s successor to all or substantially all its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise). Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors, and permitted assigns.
e. Entire Agreement. Except as otherwise stated herein, these Terms of Service, together with any order form, other agreements executed between the parties, and the agreements incorporated by reference herein, constitute the entire and exclusive understanding and agreement between Enlyft and you regarding the Services and supersede and replace any and all prior oral or written understandings or agreements between Enlyft and you regarding the Services.
f. Enforcement. Enlyft reserves the right (but is not required) to remove or disable your access to our Services, disable any username, password, or other identifier, whether chosen by you or provided by us, or remove any Content, or your User Generated Material at any time and without notice, and at our sole discretion, if we determine that your use of our Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by Enlyft, may result in immediate termination of your access to the Services without prior notice to you. We have the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate.
g. Force Majeure. Neither party will be liable for or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
h. Waiver; Severability. Enlyft’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
i. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.
Links to websites from the Services are provided solely for your convenience. Enlyft is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on our Site does not imply Enlyft’s approval or endorsement of the website. Please be aware that when you click on links that take you to external websites, you do so at your own risk, and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the website’s owner or operator.
Except for any termination of your Client Contract as set forth in Section 4, these Terms shall remain in full force and effect for as long as you use the Site or any other Enlyft Services. To terminate these Terms of Service you must discontinue all use of the Services. Upon discontinuance of the Services, these Terms are terminated and you lose the right to access or use any Enlyft Services. The terms and conditions set forth in Sections 4(d), 5, 6, 10, 11, 17 through 20, 23, and 24 (inclusive of all subsections) shall survive termination.
Enlyft reserves the right to update the Terms of Service posted to our Site without prior notice. Your continued use of our Services following the posting of changes constitutes your acceptance of such changes. You are advised to periodically visit this page to determine the then current Terms. The date the Terms were last updated is at the top of the page. You further agree that in the event any portion of these Terms are found to be unenforceable, the remainder of these Terms shall remain in full force and effect, and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.