These Terms of Service (“Terms”) govern your use of the Enhancio Website (the “Site”), the Enhancio Demand Automation SaaS Platform (DAP) and associated services (collectively, the “Services”) made available by Enhancio, Inc. (“Enhancio”, “Ours”, “Us”, “We”, “Company”). Your use of the Site and/or your registration to use the Services indicates that you agree on behalf of yourself or the entity that you represent (“customers” or “users” or “you”), collectively referred to as the Parties or each a Party, (Agreement). 

1. Relationship with Enhancio

Enhancio has four different types of end-users:


“Site Visitors” – Users of the Website


“Trial Users” – Users who uses the trial version of the Services.


“Subscribers” – Users who use the Services as part of a paid Subscription plan (regardless of the Subscription tier). The features and functionalities available to Subscribers are determined by the Subscription tier.


“Non-Subscribers” – Users who use the Services to support the Trial Users and Subscribers.

Regardless of what type of user you are, these Terms create a legally binding agreement between you and Enhancio and explain the rules governing use of the Services and Website.

If you do not agree to these Terms, please do not access or use the Website and Services.

2. Accepting the Terms


Enhancio owns the Enhancio Demand Automation Platform (Software) and will license the use of the Software as a Service (SaaS) to the Customer.


The Customer wishes to license the SaaS Services available at from the Company.


This Agreement sets out the terms upon which the Company has agreed to grant a license to the Customer to use the SaaS Services. This Agreement is binding on any use of the Services and applies to the Customer from the time that the Company provides the Customer with an account (Customer’s account) to access and use the Services (Effective Date).


By accessing and/or using the Services you:


warrant to us that you have reviewed the Terms and our Privacy Policy and you understand it;


warrant to us that you have the legal capacity to enter into a legally binding agreement with us; and


agree to use the Services in accordance with this Agreement.


You must not create a Customer account unless you are at least 18 years of age


By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.

3. Services by Enhancio


On or from the Effective Date and during the Term, the Company agrees to provide the Services in accordance with the terms of this Agreement.


The Customer agrees the Company owns or holds the applicable licenses to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by the Company to the Customer including any Platform configuration documentation.


The Company reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, the Company will provide the Customer with 15 Business Days’ notice and the Customer agrees that any material alteration is at the Company’s discretion.


The Parties agree that the Company:


will supply the Services on a non-exclusive basis;


does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and


is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.


The Subscription Service includes the features and functionality applicable to the subscription tier selected. Enhancio may update the content, functionality, and user interface of the Subscription Service in its sole discretion. Some features and functionality may be available only with certain tiers of the Subscription Service. Enhancio does not represent or warrant that a particular subscription plan will be offered indefinitely and reserves the right to change or alter the features and options, including volume of transactions and pricing, in a particular subscription plan without prior notice.

4. SaaS Service License


In consideration for payment of the fees, the Company grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), revocable, license to access and use the SaaS Services in accordance with the Company’s intended purpose for the SaaS Services (SaaS License).


The Customer agrees that the SaaS License:


Commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the Company, which ever occurs first;


Permits the Customer to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures; and


Permits the Customer to provide access and use of the SaaS Services to Authorized Users within their entity by inviting them into the SaaS platform, as applicable.

5. License Restrictions


The Customer must not access or use the SaaS Services except as permitted by the SaaS License and may not do or authorize the commission of any act that would ormight invalidate or be inconsistent with the Company’s Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:


resell, assign, transfer, distribute or provide others with access to the SaaS Services;


“frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;


copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software; or


alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.


The Customer must not use the SaaS Services in any way which is in breach of any statute, regulation, law or legal right of any person within United States or the jurisdiction in which the Customer or its Personnel are located.

6. Usage of Data


The Customer grants to the Company a limited license to copy, transmit, store and back- up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:


to supply the Services including to enable the Customer, its Personnel and any Authorized Users to access and use the Services;


for diagnostic purposes;


to test, enhance and otherwise modify the Services whether requested by the Customer or not;


to develop other Services; and


as reasonably required for the performance of the Company’s obligations under this Agreement.


The Customer represents and warrants that:


any and all Data supplied by the Customer or otherwise accessed by the Company through the provision of the Services is the sole and exclusive property of the Customer or the Customer has secured any and all authorizations and rights to use the Data as applicable;


its Data does not breach any relevant laws, regulations or codes;


its Data does not infringe the Intellectual Property Rights of any third party;


it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses the SaaS Services; and


to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.


The Customer acknowledges and agrees that:


any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. The Company is not liable for any such errors, omissions, delays or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error


The Company may relocate the Data to another jurisdiction. In each case, the Company will give the Customer 15 Business Days’ notice and use all reasonable endeavors to minimize the effect of such change on the Customer’s access and use of the Services;


The Company is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, or any Authorized Users; and


The Company is not responsible for the integrity or existence of any Data on the Customer’s Environment, network, or any device controlled by the Customer or its Personnel.


The Customer agrees to indemnify and hold the Company harmless for the corruption or loss of any Data controlled or stored by the Customer to extent the corruption or loss is not caused by the negligent act or omission of the Company or its Personnel.

7. Using the Services


In order to register for and access certain Services, each User will be required to provide information. You agree that any registration information given to Enhancio, including contact information (e.g., e-mail address) and billing/payment details, will be accurate and kept current.


The Customer must, at the Customer’s own expense:


use reasonable endeavors to ensure the integrity of the Data;


ensure that only Customer Personnel and Authorized Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS License; and


The Customer is responsible for its use of the Services and must ensure that no person uses the Services:


to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;


in any way that damages, interferes with or interrupts the supply of the Services.


The Customer acknowledges and agrees that:


it is responsible for all users using the Services including its Personnel and any Authorized Users;


its use of the Services will be at its own risk;


it is responsible for maintaining the security of its account and password. The Company cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;


the Company may alter or request to update the Customer’s account logins and passwords and the logins and passwords of any Authorized Users at anytime throughout the Term;

8. Prohibited Use


The Customer acknowledges and agrees that it must not, and will ensure each Authorized User does not:


use the SaaS Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;


use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;


make any unauthorized copy of any copyrighted material owned or licensed by the Company;


introduce malicious programs into the Company System (e.g. viruses, worms, trojan horses, e-mail bombs);


reveal the Customer’s account password to others or allow use of the Customer’s account to those who are not the Customer’s Personnel or Authorized Users;


use the SaaS Services to make fraudulent offers of goods or services;


use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorized to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;


use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the SaaS Services


send any form of harassment via messages, or any other form of messaging, whether through language, frequency, or size of messages; use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and


use the SaaS Services to circumvent user authentication or security of any ofthe Customer’s hosts, networks or accounts or those of the Customer’s customers or suppliers.

9. Payment for Subscription


The Customer must pay the Company:


the Subscriber Fee; and


the Setup Fee; and


any other amount payable to the Company under this Agreement, without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are in USD$, and are payable when the invoices are due.


If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer’s purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.


If any payment has not been made in accordance with the Payment Terms, the Company may (at its absolute discretion):


immediately cease providing the Services, and recover the debt due and might charge the Customer its Additional Costs of doing so;


charge interest at a rate equal to the Federal Reserve System’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;


engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or


report the Customer to any independent credit data agencies.

10. Confidentiality


“Confidential Information” means non-public, proprietary, business, technical, security, legal, or financial information that is either marked or identified as Confidential Information or would reasonably be understood to be confidential, including information about products, processes, services, trade secrets, marketing and business plans, client lists, financial information, system architecture, security programs, and intellectual property. For avoidance of doubt, the price you pay for the Services constitutes Enhancio’s Confidential Information.

Notwithstanding the foregoing, Confidential Information does not include information that:


the receiving party possesses without a duty to keep confidential prior to acquiring it from the disclosing party;


is or becomes publicly available through no violation of this Agreement by the receiving party;


is given to the receiving party by a third-party not under a confidentiality obligation to the disclosing party; or


is developed by the receiving party independently of, and without reliance on, confidential or proprietary information provided by the disclosing party.


Each party may be given access to Confidential Information of the other party in connection with these Terms. The receiving party may only use this Confidential Information as provided for in these Terms or to exercise its rights hereunder and may only share this Confidential Information with its employees, agents, advisors and service providers who need to know it, provided they are subject to similar confidentiality obligations.


The receiving party will use the same degree of care, but no less than a reasonable degree of care, as such party uses with respect to its own Confidential Information to protect the disclosing party’s Confidential Information and to prevent any unauthorized use or disclosure thereof.


Neither party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third-party. If the receiving party is compelled by law to disclose the other party’s Confidential Information, it will use commercially reasonable efforts to give the disclosing party prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party’s cost, if the disclosing party wishes to contest the disclosure.

11. Intellectual Property Rights


A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.


The Customer grants to the Company a non-exclusive, royalty free, non-transferable and revocable license to use any of the Customer’s Intellectual Property Rights including any Pre-Existing Material as reasonably required for the Company to provide the Services to the Customer.


We do not screen content or materials uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.


We have the discretion (but not obligation) to terminate a Customer’s access to and use of the Services if, we determine that Customer or its Authorized Users are repeat infringer of the Intellectual Property Rights of us or third parties.


This clause 11 will survive the termination or expiry of this Agreement.

12. Data Security, Privacy and your Personal information


Enhancio’s Privacy Policy explains how Enhancio treats your personal information and protects your privacy when you use our Websites and Services. If you use our Website or is an individual User of our Services or part of a team account, you agree to the use of your data, including personal information, in accordance with Enhancio’s Privacy Policies


The Company will use data provided in connection with the creation or administration of entity and User accounts solely to set up and maintain such accounts, to inform entities and Users about features of the Services, to provide and maintain the Services, and as necessary to comply with applicable law, regulation, legal process or enforceable governmental requests and to detect and prevent fraud and or violations of this Agreement.


The Company will maintain appropriate administrative, physical, technical and organizational measures to protect the security, confidentiality, and integrity of your data in accordance with our information security program. Any revisions to our information security program will not diminish our current data security obligations.


If a customer is subject to the General Data Protection Regulation, any similar or successor laws or regulations in Europe, or the California Consumer Privacy Act, Enhancio’s Data Processing Addendum(“DPA”) applies to the processing of any Customer Personal Data (as defined in Section 2.3 of the DPA).


The Company may utilize subcontractors or SaaS tools in connection with Enhancio’s provision of the Services, including processing of lead verification, provided that such third parties are subject to appropriate confidentiality and data security obligations.


The Company will take all reasonable steps to notify the Customer in writing if it becomes aware of any actual, threatened or suspected breach of Data where such breach involves personal information.


The Customer warrants that it has obtained each of its Personnel’s informed consent for the Company, and their respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.


The Customer must ensure that any collection, processing, use, disclosure and transfer by the Customer and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy law and the privacy policy of the Customer.


The Customer must co-operate with any reasonable requests or directions of the Company relating to the security, use, disclosure, and transfer of personal information, the Company’s legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on behalf of the Customer.


The Company will retain Customer’s information for as long as Customer account is active or as needed to provide Customer services. Company will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.

13. Representations and Warranties



Each Party represents and warrants to each other Party:


it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;


no Insolvency Event has occurred in respect of it;


this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and


the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.




The Company warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.


The Company does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer.

14. Indemnity and Liability


The Company is liable for the acts and omissions of all its Personnel as if they were done by the Company.


Despite anything to the contrary (but subject to clause 14.3), to the maximum extent permitted by the law:


the Company’s maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Year, the total amount of Fees paid to Company in the prior Contract Year; and


the Company will not be liable to the Customer for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data ); (ii) lack of access to or use of or inability to access or use the Service; (iii) any conduct or content of any third party on the Services; (iv) any content

obtained from the Services; nor (v) unauthorized access, use or alteration of your transmissions or content, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.


Clause 14.2 will not apply to the Company’s Liability to the Customer under this Agreement for any liability which cannot be excluded or limited by applicable law, including


fraud or criminal conduct; or


death or personal injury.


Despite anything to the contrary, to the maximum extent permitted by the law, the Company will have no Liability, and the Customer releases and discharges the Company from all Liability, arising from or in connection with any:


failure or delay in providing the Services;


breach of this Agreement; or


misuse of the Services,


where caused or contributed to by any:


Force Majeure Event;


a fault or defect in any item of the Customer Environment; or


act or omission of the Customer or its Personnel.


The Company uses third-party Service Providers to host the Services. The Company will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Customer’s Systems, caused by any such third-party service provider.


The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties arefully expressed in this Agreement.


The Customer agrees to indemnify, and hold harmless, the Company against all Liabilities and Claims arising out of or in connection with:


any and all unauthorized use of the SaaS Service;


Authorized Users access or use of the Services;


injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel; and


damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.


This Clause 14 will survive the termination or expiry of this Agreement.

15. Term




The Term of this Agreement takes effect on and from the Effective Date and continues for the Initial Term, if specified, and any Renewal Term, or otherwise indefinitely, unless this Agreement is terminated earlier in accordance with the terms of this Agreement.


Applicable to Initial Terms and any Renewal Term: At least 30 Business Days prior to the expiry of the current Contract Year, either Party may notify the other that it does not wish for the Term to be renewed and in such event, this Agreement will expire at the end of the then current Contract Year. If a Party has not given notice pursuant to this clause, this Agreement is automatically renewed for another 12-month period (Renewal Term).


Applicable to Initial Terms and any Renewal Term: If a Party wishes to vary any of the Terms of this Agreement, it must give at least 30 Business Days’ notice prior to the expiry of the current Contract Year to enable the Parties to meet to discuss any proposed variation.

16. Termination


Where there is no Initial Term or Renewal Term, Customer may terminate this Agreement by giving Company at least 30 days prior written notice, such termination will take effect with at the expiry of the then current billing cycle.


Where there is an Initial Term or Renewal Term, Customer may only terminate this Agreement in accordance with clause 15.1.2


The Customer may terminate this Agreement by giving at least 30 Business Days’ notice to the Company if there’s a principle agreement in writing with the Company with respect to termination, or if the Company is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the Company has failed to remedy the breach within 30 Business Days’ of receipt of written notice from the Customer describing the breach and calling for it to be remedied.


The Company may terminate this Agreement by giving at least 30 Business Days’ notice to the Customer if the Customer is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the Customer has failed to remedy the breach within 30 Business Days of receipt of written notice from the Company describing the breach and calling for it to be remedied.


The Company may terminate this Agreement immediately by giving written notice to the Customer where:


the Customer undergoes a Change of Control to a competitor of the Company as determined by the Company;


an Insolvency Event occurs in relation to the Customer;


the Customer commits a breach of this Agreement not capable of remedy; or


breaches clause 5 (License Restrictions) or clause 8 (Prohibited Use).

17. Events Following Termination


Upon termination of this Agreement, the Company will:


immediately stop performing the Services;


immediately stop placing orders for supplies or services required in connection with the performance of the Services; and


promptly return to the Customer or destroy all property, including Confidential Information, Intellectual Property and Data in its possession that belongs to the Customer.


Upon termination of this Agreement, the Customer will immediately:


cease and desist from any use of the Services;


return to the Company all property, including Confidential Information and Intellectual Property, in its possession that belongs to the Company;


pay the Fees for all Services completed; and


The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement.


This clause 17 will survive the termination or expiry of this Agreement.

18. Dispute Resolution


The parties agree that most disputes can be resolved without resort to litigation. If the Customer has any dispute with us, you agree that before taking any formal action you will contact us at and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account).


Except for the Excluded Disputes (defined below), the parties agree to use their best efforts to settle any dispute directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating an arbitration (the “Cooperative Resolution Process”). If the parties do not reach an agreed-upon solution within a period of thirty (30) Business Days from the time the Cooperative Resolution Process is initiated, then either party may initiate binding arbitration as the sole means to resolve any dispute (except as set forth in Section 18.9) subject to the terms set forth below.


Any dispute, controversy, or claim relating to, connected with, or arising out of the subject matter of these Terms, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (a “Dispute”), shall be determined by arbitration in New York, before one arbitrator.


The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on an award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.


Any demand for arbitration under these Terms shall be made before the statute of limitations applicable to such claim has expired. In any arbitration arising out of or related to these Terms, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recovery any such damages.


The parties agree that an arbitrator shall not have authority to conduct class arbitration of any Dispute. The Customer and Enhancio each agree that any arbitration or court action to resolve any Dispute will take place on an individual basis without resort to any form of class, consolidated, or representative action (the “Class Action Waiver”). YOU UNDERSTAND AND AGREE THAT THE CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN ORBEING REPRESENTED IN ANY CLASS OR REPRSENTATIVE ACTION FOR ANY DISPUTE, INCLUDING CONSUMER DISPUTES AND BUSINESS DISPUTES.


If any court or arbitrator determines that the Class Action Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate Disputes.


The failure of either party to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision or of any other right or provision. To the extent the arbitration provisions herein are void or unenforceable, and for all Excluded Disputes, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, New York, to resolve any Dispute. Any legal or arbitration proceeding will be in the English language.


Notwithstanding the parties’ decision to resolve all Disputes through arbitration, the following Disputes may be brought in any court of competent jurisdiction:


disputes relating to or arising from misappropriation, infringement, validity and/or enforceability of a party’s intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights),


any action by a party seeking entry of a temporary restraining order, preliminary injunctive relief, or permanent injunctive relief, or


any claims that, as a matter of law, the parties cannot agree to arbitrate (collectively, the “Excluded Disputes”).

19. Non-Solicitation


The Customer will not solicit or entice away, any person or organization that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, the Company, during the Term of this Agreement.


This clause 19 will survive the termination or expiry of this Agreement.

20. General

20.1. Notices


A notice or other communication given under this Agreement must be:

in writing, in English and signed by the sender; and

addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.


A notice or communication is taken as having been given:

when left at a Party’s current address for notices;

if mailed, on the third Business Day after posting (if delivered to an address within the same country) or on the tenth Business Day after posting (if delivered to an address within another country); or

if sent by email, if sent before 5pm on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day.


This subclause will survive the termination or expiry of this Agreement.

20.2. Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.

20.3. Waiver

Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.

20.4. Powers, rights, and remedies

Except as provided in this Agreement or permitted by law, the powers, rights, and remedies of a Party under this Agreement are cumulative and in addition to any other powers, rights and remedies the Party may have.

20.5. Consents or approvals

Except as provided in this Agreement, a Party may give, attach conditions to or withhold any consent or approval under this Agreement at its sole and absolute discretion. A Party is not obliged to give reasons for giving or withholding its consent or approval or for giving its consent or approval subject to conditions.

20.6. Assignment

No Party may assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without the prior written consent of the other Parties. Any purported dealing in breach of this clause 20.6 is of no force or effect.

20.7. Further assurance

Each Party must promptly do all things and execute all further documents necessary to give full force and effect to this Agreement and their obligations under it. This subclause will survive the termination or expiry of this Agreement.

20.8. Costs and expenses

Each Party must pay its own costs and expenses (including legal costs) in connection with the negotiation, preparation, and execution of this Agreement and any document relating to it.

20.9. Relationship of Parties


This Agreement is not intended to create a partnership, joint venture or agency relationship between the Parties.


Nothing in this Agreement gives a Party authority to bind any other Party in any way.

20.10. Independent legal advice

Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.

20.11. Severance


If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable.


If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

20.12. Entire agreement

The Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

20.13. Amendment

This Agreement may only be amended by written document executed by all Parties.

20.14. Cumulative Rights


The rights arising out of this Agreement do not exclude any other rights of either Party.


Each indemnity in this Agreement is a continuing obligation that is separate and independent from the other obligations of the Parties under this Agreement.


A Party is not obliged to take any action, or incur any expense, before enforcing any indemnity under this Agreement.

20.15. Governing law and jurisdiction

This Agreement is governed by the laws of New York. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New York and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

21.Beta Services


Enhancio sometimes release products and features that we’re still testing and evaluating (“Beta Services”). Beta Services are labeled “beta,” “preview,” “early access”, (or with words or phrases with similar meanings) and may not be as reliable as Enhancio’s other Services.


Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback


Beta Services are confidential until official launch. If you use any Beta Services, you agree not to disclose any information about those Services to anyone else without our permission.

22. Definitions and Interpretation

22.1. Definitions

In this Agreement, unless the context otherwise requires:

“Additional Costs” means any additional costs, expenses, damages or losses suffered or incurred by the Company.

“Authorized User “means the user(s) permitted to use the SaaS Services.

“Beta Services” is defined in clause 21.

“Business Day” means a day on which banks are open for general banking business in New York, excluding Saturdays, Sundays and public holidays.

“Business Hours” means 9am to 5pm on a Business Day.

“Change in Control” occurs in respect of a Party if, after the Effective Date, a person acquires (directly or indirectly):


shares in that Party conferring alone or in aggregate 50% or more of the voting or economic interests in that Party on a fully diluted basis;


the power to control the appointment or dismissal of a majority of the directors of that Party; or


the capacity to control the financial and operating policies or management of that Party.

“Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise.

“Confidential Information“ includes information or documentation which:


is disclosed to the recipient in connection with this Agreement (whether before or after the Effective Date);


is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or


relates to:


the business, assets or affairs of a Party or any of its affiliates;


the business, assets or affairs of a company in a group of companies to which the Customer belongs, or any client of that company in the group; or


the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.

“Contract Year” means a 12-month period commencing on: (i) the Effective Date; and (ii) each subsequent anniversary of the Effective Date, of this Agreement during the Term.

“Customer Content” means any data, file attachments, text, images, personal information, or other content that is uploaded or submitted to Company or its Service by Customer or Partners or Users and is processed by Enhancio on behalf of Customer.

“Customer Environment” means the computing environment of the Customer including all hardware, software, information technology and telecommunications services and Systems.

“Data” means all of the information, documents and other data provided by the Customer or their Personnel to the Company, any content uploaded by the Customer or Personnel to the Company’s Platform or otherwise accessed by the Company in providing the Services.

“Fee” means the Subscription fee communicated to the Customer for using the Service.

“Force Majeure” means any event or circumstances beyond the reasonable control of a Party including any fire, lightning strike, flood, earthquake, natural disaster, sabotage, pandemic outbreak, nuclear contamination, terrorism, war or civil riot that occurs to the extent that it:


would be unreasonable to expect the affected Party to have planned for, avoided or minimized the impact of such circumstance by appropriate risk management, disaster recovery or business resumption plan; and


results in a Party being unable to perform an obligation under this Agreement on time.

“Initial Term” means the initial term communicated to the Customer for the Customer account.

“Insolvency Event” means the occurrence of any one or more of the following eventsin relation to a Party:


the Party is or states that it is insolvent or is deemed or presumed to be insolvent under any applicable laws;


an application or order is made for the winding up, bankruptcy or dissolution of the Party or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;


an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of the Party or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 10 Business Days;


a controller is appointed in respect of any of the Party’s property;


a distress, attachment or execution is levied or becomes enforceable against the Party or any of its property;


the Party enters into or takes action to enter into an arrangement, composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;


a receiver or manager (or both) or trustee in bankruptcy is appointed in respect of the Party or its property;


a petition for the making of a sequestration order against the estate of the Party is presented and the petition is not stayed, withdrawn or dismissed within 10 Business Days or the Party presents a petition against itself; or


anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of the Party.

“Intellectual Property Rights” means all present and future rights to:




registered or unregistered designs, patents, trademarks;


trade, business, company or domain names;


know-how, inventions, processes, trade secrets;


architecture, databases or source codes; and


any similar rights in any part of the world, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

“Liability” means any expense, charge, cost, liability, loss, damage, claim, demandor proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent.

“Party” means a party to this Agreement from time to time, and

“Parties” means all of them.

“Payment Method” is by credit card, Wire Transfers, ACH or Bank Deposit.

“Payment Terms” means 15 days from the date of the invoice.

“Personnel” means in relation to a Party, any employee, contractor, officer, partner (agency or publisher vendor) and agent of that Party.

“Products” means hardware or software.

“SaaS License” is defined in clause 4.1.

“SaaS Services” means the Enhancio Software (Demand Automation Platform) as a service described on the Site.

“Services” means the SaaS Services and Support Services, to be provided or licensed by the Company to the Customer on the terms and conditions set out in this Agreement.

“Software” means the software used to provide the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties.

“System” means a combination of Products or a combination of Products and services which are integrated and operate together, including a network.

“Term” means the term of this Agreement as set out in clause 15.

“Variation” means a change to the SaaS License after the date of this Agreement.

22.2. Interpretation

In this Agreement, unless the context otherwise requires:


the singular includes the plural and vice versa;


headings are for convenience only and do not affect interpretation;


a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;


if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;


a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;


where a word or phrase is defined, its other grammatical forms have a corresponding meaning;


a reference to a natural person includes a corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;


includes and similar words mean includes without limitation;


no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;


a reference to a party to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;


a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;


a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;


if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;


a reference to time is to local time in New York, United States.

For any questions, please contact us at:

Enhancio, Inc

57 West 57th Street, 3rd and 4th Floors, New York, NY, United States 10019


Last updated: January 12, 2021