EnvoAPI Terms of Service

01Important legal notice

EnvoAPI is a B2B data enrichment API that provides access to public professional and company-related data, normalization, matching, and enrichment tools.

EnvoAPI is not affiliated with, endorsed by, sponsored by, or approved by LinkedIn Corporation, Microsoft Corporation, or any other third-party platform, data source, website, marketplace, or social network referenced in or through the Services. “LinkedIn” and related marks are trademarks of LinkedIn Corporation.

The Services may provide or infer information associated with publicly available professional profiles, companies, roles, job titles, public URLs, public profile metadata, company pages, and similar business context. Public availability does not necessarily mean that information is free from privacy, contractual, intellectual property, publicity, consumer protection, anti-spam, employment, or other legal restrictions. You are responsible for determining whether your access to and use of the Services and Output Data is lawful for your purposes.

02Definitions

“Account” means the workspace, account, organization, user profile, API key, token, or dashboard access created for Customer.

“API” means any application programming interface, endpoint, SDK, webhook, data feed, batch upload tool, or other programmatic method made available by EnvoAPI.

“Authorized Users”means Customer’s employees, contractors, agents, and service providers who are authorized by Customer to access the Services on Customer’s behalf and are bound by obligations at least as protective as these Terms.

“Customer Application”means Customer’s internal systems, CRM, sales engagement tools, recruiting tools, analytics tools, workflow automations, software products, or other applications that use the Services.

“Customer Data” means data, identifiers, URLs, search queries, files, records, instructions, content, or other information submitted by or on behalf of Customer to the Services.

“Documentation”means EnvoAPI’s technical documentation, endpoint descriptions, implementation guides, rate limit documentation, field definitions, changelogs, and other usage instructions made available by EnvoAPI.

“EnvoAPI Technology” means the Services, APIs, dashboard, software, infrastructure, documentation, models, matching logic, enrichment logic, schemas, normalization methods, metadata, proprietary databases, systems, know-how, and related technology.

“Output Data” means data, records, responses, matches, enriched fields, company information, profile information, metadata, confidence scores, normalized URLs, and other results returned by the Services.

“Public Professional Data” means professional, business, company, career, role, profile, web, or similar data that EnvoAPI has a reasonable basis to believe is publicly available, provided by Customer, licensed from third parties, derived from public sources, or otherwise lawfully available for the Services.

“Sensitive Data”means special category, sensitive, regulated, or high-risk data, including government identifiers, payment card data, protected health information, biometric identifiers, precise geolocation, children’s data, criminal history, account passwords, private messages, private contacts, union membership, political opinions, religious beliefs, racial or ethnic origin, sexual orientation, and other information that is treated as sensitive under applicable law.

“Source Platform” means any third-party website, app, platform, database, public registry, search engine, repository, or other source from which information may be obtained, referenced, matched, or linked.

03Services

3.1Service description

Subject to these Terms, EnvoAPI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription term or credit availability period solely for Customer’s internal business purposes or as otherwise expressly permitted in an Order Form.

The Services may include:

• person profile enrichment;
• company enrichment;
• professional URL normalization;
• public profile matching;
• public company matching;
• search and discovery endpoints;
• batch enrichment;
• webhooks;
• confidence scoring;
• data normalization;
• API logs and usage analytics;
• documentation and support.

3.2Public data only

EnvoAPI is designed to provide Public Professional Data only. EnvoAPI does not intentionally provide private messages, private contacts, passwords, non-public account data, private account settings, data behind authentication walls, or data obtained by bypassing technical access controls.

Customer must not use the Services to request, obtain, infer, reconstruct, or process non-public data or Sensitive Data.

3.3No guarantee of source availability

Source Platforms, public websites, search results, public profile visibility, legal requirements, technical restrictions, and data availability may change at any time. EnvoAPI may add, remove, suspend, modify, or limit endpoints, fields, sources, matching rules, data categories, rate limits, or features at any time where EnvoAPI believes it is necessary for security, legal compliance, source availability, product integrity, or operational reliability.

3.4No third-party platform rights

The Services do not grant Customer any license, permission, authorization, or other right to access or use any Source Platform. Customer is solely responsible for complying with any third-party terms, policies, laws, permissions, consents, and restrictions that apply to Customer’s use of any Source Platform, Customer Application, or Output Data.

3.5Beta features

EnvoAPI may offer alpha, beta, preview, experimental, or trial features (“Beta Features”). Beta Features are provided for testing only, may be modified or discontinued at any time, may contain errors, and are provided “as is” without warranties, service commitments, credits, or support obligations.

04Accounts, API keys, and security

4.1Account registration

Customer must provide accurate, complete, and current account, billing, tax, and contact information. Customer must promptly update such information if it changes.

4.2Account responsibility

Customer is responsible for all activity under its Account, API keys, access tokens, credentials, Authorized Users, Customer Applications, and integrations, whether or not authorized by Customer.

4.3API key security

Customer must keep API keys and credentials confidential and must not publish, share, embed in public client-side code, commit to public repositories, sell, lease, sublicense, or transfer them. Customer must promptly notify EnvoAPI at [email protected] if Customer believes an API key, token, Account, or credential has been compromised.

4.4Authorized Users

Customer must ensure that all Authorized Users comply with these Terms. Customer is responsible for any breach of these Terms by its Authorized Users.

4.5Security testing

Customer must not perform vulnerability scanning, penetration testing, load testing, stress testing, scraping, crawling, denial-of-service testing, or other security testing against the Services without EnvoAPI’s prior written approval.

05Customer responsibilities

Customer is solely responsible for:

1. determining whether the Services and Output Data are appropriate and lawful for Customer’s use case;
2. obtaining and maintaining all required notices, consents, permissions, lawful bases, opt-outs, registrations, and approvals;
3. complying with privacy, data protection, anti-spam, electronic communications, employment, consumer protection, intellectual property, publicity, export control, sanctions, and other applicable laws;
4. ensuring Customer Data is accurate, lawful, non-infringing, and provided to EnvoAPI with all required rights and permissions;
5. maintaining a lawful privacy policy and, where required, data subject notice explaining Customer’s use of third-party enrichment providers;
6. honoring data subject requests, suppression requests, deletion requests, opt-outs, unsubscribe requests, and other applicable rights;
7. configuring Customer Applications, workflows, and communications lawfully;
8. validating Output Data before relying on it;
9. maintaining appropriate security controls for Customer Applications and Output Data;
10. ensuring that Customer’s use of the Services does not violate these Terms, applicable law, or third-party rights.

06Acceptable use and prohibited use

Customer must use the Services only for lawful, professional, and B2B purposes. Customer must not, and must not allow any third party to, use the Services or Output Data for any of the following:

6.1Unlawful, harmful, or abusive use

• violating any applicable law, regulation, court order, contract, third-party right, or platform policy;
• committing fraud, deception, impersonation, phishing, credential theft, identity theft, doxing, harassment, stalking, intimidation, or surveillance of individuals;
• facilitating malware, spam, bot activity, credential stuffing, account takeover, scraping attacks, denial-of-service attacks, or unauthorized access;
• creating, supporting, or improving unlawful, deceptive, discriminatory, or harmful products or services.

6.2Source Platform abuse

• accessing, copying, scraping, crawling, or using any Source Platform through EnvoAPI in a way that circumvents authentication, paywalls, rate limits, robots restrictions, access controls, technical controls, or contractual restrictions;
• providing EnvoAPI with login credentials, cookies, session tokens, browser fingerprints, proxy instructions, fake accounts, or other means to access a Source Platform;
• requesting non-public, restricted, hidden, private, or authenticated data;
• implying that EnvoAPI or Customer is affiliated with, endorsed by, certified by, or officially partnered with any Source Platform unless expressly authorized in writing by that platform.

6.3Sensitive or regulated decisions

Customer must not use the Services or Output Data as the sole or determinative basis for decisions involving:

• credit, lending, insurance, housing, education admissions, government benefits, healthcare eligibility, criminal justice, or similar eligibility determinations;
• employment eligibility, hiring, firing, promotion, compensation, disciplinary action, or other adverse employment decisions;
• consumer reports, investigative consumer reports, background checks, tenant screening, creditworthiness, or insurance underwriting;
• legally significant decisions based solely on automated processing where prohibited or restricted by applicable law.

The Services are not consumer reporting services and Output Data is not a consumer report.

6.4Sensitive Data and protected classes

Customer must not use the Services to collect, infer, classify, profile, target, segment, rank, or make decisions based on Sensitive Data or protected characteristics, including race, ethnicity, religion, political opinion, union membership, health, disability, genetic data, biometric data, sexual orientation, age, gender, pregnancy status, citizenship, immigration status, veteran status, or other legally protected categories.

6.5Spam and unlawful outreach

Customer must not use the Services or Output Data to send unlawful, deceptive, excessive, or non-compliant email, SMS, calls, direct messages, ads, or other communications. Customer is responsible for all notice, opt-out, unsubscribe, consent, suppression, and sender identification requirements that apply to Customer’s communications.

6.6Resale and competing products

Except as expressly allowed in an Order Form, Customer must not:

• resell, sublicense, rent, lease, publish, disclose, distribute, or make available Output Data as a standalone dataset, database, data feed, API, enrichment service, lead list, or data brokerage product;
• use the Services or Output Data to build, train, validate, benchmark, or improve a product or service that competes with EnvoAPI;
• use the Services to create a persistent shadow database substantially similar to EnvoAPI’s proprietary databases;
• remove, obscure, or alter proprietary notices, source metadata, suppression flags, field timestamps, or compliance indicators.

6.7Reverse engineering and misuse of the Service

Customer must not:

• reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the EnvoAPI Technology;
• attempt to discover source code, models, matching logic, ranking systems, data collection methods, security controls, or non-public infrastructure;
• bypass usage limits, credit controls, authentication, rate limits, or technical restrictions;
• use multiple accounts, workspaces, API keys, aliases, or intermediaries to evade limits or restrictions;
• benchmark or publicly report performance, availability, accuracy, pricing, or other competitive information about the Services without EnvoAPI’s prior written approval.

07Customer applications and end users

If Customer uses the Services in a Customer Application made available to its own customers, users, or clients (“End Users”), Customer must:

1. remain fully responsible for all End User activity;
2. ensure End Users are bound by terms and privacy disclosures consistent with these Terms;
3. not expose raw API keys or unrestricted access to End Users;
4. not represent EnvoAPI as the provider of Customer’s products or services;
5. not allow End Users to access Output Data in a manner prohibited by these Terms;
6. promptly disable End User access if required by EnvoAPI, law, or a valid rights request.

Unless an Order Form expressly permits embedded or external use, the Services and Output Data may be used only for Customer’s internal business purposes.

08Output Data rights and restrictions

8.1Customer license to Output Data

Subject to these Terms, payment of all applicable fees, and compliance with applicable law, EnvoAPI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use Output Data during the applicable term for Permitted Business Purposes.

“Permitted Business Purposes” means lawful B2B sales operations, CRM hygiene, account enrichment, company research, professional profile matching, recruiting workflow support, talent sourcing support, fraud prevention, business analytics, and other professional business purposes that comply with these Terms and applicable law.

8.2Internal storage

Customer may store Output Data in Customer’s internal systems, including CRM, data warehouse, applicant tracking system, sales engagement platform, customer support system, or analytics system, only as reasonably necessary for Permitted Business Purposes and subject to Customer’s legal obligations.

8.3No ownership of public data

As between the parties, EnvoAPI owns the EnvoAPI Technology. EnvoAPI does not claim ownership of public facts that are not protectable by law. However, EnvoAPI and its licensors retain all rights in the Services, APIs, schemas, compilations, databases, matching logic, enrichment logic, proprietary metadata, scoring systems, software, documentation, and related intellectual property.

8.4Accuracy and verification

Output Data may be inaccurate, incomplete, duplicated, stale, delayed, unavailable, misattributed, or unsuitable for Customer’s purposes. Customer is responsible for verifying Output Data before using or relying on it. EnvoAPI does not guarantee that any person, company, role, title, URL, employment relationship, location, or other field is accurate, complete, current, or fit for any particular purpose.

8.5Suppression and deletion

EnvoAPI may maintain suppression lists, opt-out lists, deletion lists, do-not-process lists, source restriction lists, and similar compliance controls. Customer must not knowingly use the Services to re-identify, re-add, enrich, sell, contact, or otherwise process a person or record that EnvoAPI has identified as suppressed, opted out, deleted, or restricted.

If EnvoAPI notifies Customer that Output Data must be deleted, suppressed, restricted, or corrected due to a rights request, legal obligation, source restriction, or compliance requirement, Customer must promptly comply unless legally prohibited.

09Customer Data

9.1Customer ownership

As between Customer and EnvoAPI, Customer retains all rights in Customer Data. Customer grants EnvoAPI and its subprocessors a worldwide, non-exclusive, royalty-free license to host, process, transmit, store, copy, modify, derive, display, and use Customer Data solely as necessary to provide, secure, support, improve, and monitor the Services, enforce these Terms, comply with law, and prevent abuse.

9.2Customer Data restrictions

Customer must not submit Sensitive Data, passwords, private messages, private account data, payment card data, protected health information, government identifiers, or data that Customer is not legally permitted to provide.

9.3Usage data

EnvoAPI may collect and use usage logs, telemetry, performance data, error data, billing data, security signals, API request metadata, feature usage, and aggregated or de-identified data to operate, secure, analyze, improve, and market the Services, provided that EnvoAPI will not publicly identify Customer as the source of such data without Customer’s consent except as permitted by these Terms.

9.4Feedback

If Customer provides feedback, suggestions, ideas, feature requests, bug reports, or recommendations, Customer grants EnvoAPI a perpetual, irrevocable, worldwide, royalty-free right to use, disclose, reproduce, license, distribute, and exploit such feedback without restriction or compensation.

10Data protection and privacy

10.1Compliance with privacy laws

Each party must comply with privacy and data protection laws applicable to its own activities. Customer is responsible for determining whether and how laws such as GDPR, UK GDPR, ePrivacy rules, CCPA/CPRA, CAN-SPAM, CASL, TCPA, employment laws, data broker laws, and other privacy or communications laws apply to Customer’s use of the Services and Output Data.

10.2Public data may still be personal data

Customer acknowledges that Public Professional Data may include personal data, personal information, or similar regulated information. Public availability does not automatically remove privacy obligations. Customer is responsible for lawful basis, notices, transparency obligations, opt-out rights, data subject rights, retention limits, and other obligations applicable to Customer.

10.3Roles of the parties

For Customer Data submitted by Customer for processing through the Services, EnvoAPI acts as Customer’s processor, service provider, or equivalent role to the extent required by applicable law, unless otherwise stated in an Order Form or DPA.

For Public Professional Data that EnvoAPI independently collects, licenses, compiles, organizes, maintains, or makes available as part of the Services, EnvoAPI may act as an independent controller, business, or equivalent role. Customer acts as an independent controller, business, or equivalent role for Customer’s use of Output Data after receipt.

Where a Data Processing Addendum (“DPA”) is required, the DPA in Appendix A of these Terms applies and is incorporated by reference.

10.4Customer notices and lawful basis

Customer must provide all legally required privacy notices and must maintain a valid lawful basis, consent, legitimate interest assessment, opt-out mechanism, or other legal permission for Customer’s processing of Customer Data and Output Data.

10.5Data subject requests

Customer is responsible for responding to requests from individuals relating to Customer’s use of Output Data, including access, deletion, correction, objection, restriction, portability, unsubscribe, opt-out, and do-not-sell/share requests.

If EnvoAPI receives a request relating to Customer’s processing, EnvoAPI may direct the requester to Customer or provide reasonable assistance as required by law and the applicable DPA.

10.6Opt-outs and suppression

EnvoAPI may provide an opt-out, suppression, or removal process for individuals. Customer must honor suppression signals and must not use the Services to circumvent an individual’s opt-out, deletion, or restriction request.

10.7International transfers

Customer acknowledges that EnvoAPI and its subprocessors may process data in countries other than Customer’s country. Where required, the parties will use lawful transfer mechanisms such as Standard Contractual Clauses, adequacy decisions, or other approved safeguards.

10.8Security measures

EnvoAPI will maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, loss, misuse, alteration, or disclosure. However, no system is completely secure, and EnvoAPI does not guarantee that unauthorized third parties will never defeat its security measures.

10.9Security incidents

If EnvoAPI becomes aware of a confirmed security incident involving Customer Data that requires notice under applicable law, EnvoAPI will notify Customer without undue delay after confirmation, subject to law enforcement, security, and investigative needs.

11Fees, credits, billing, and taxes

11.1Fees

Customer must pay all fees, subscription amounts, usage charges, overage charges, credit purchases, support fees, and other amounts described on the pricing page published on the EnvoAPI website, in an Order Form, or in the dashboard.

11.2Credits

The Services may use usage-based credits. Credit consumption rules, included credits, endpoint costs, cache rules, overage rates, expiration rules, top-up rules, and rate limits are described on the pricing page, dashboard, or Documentation.

Unless otherwise stated in writing:

• credits have no cash value;
• credits are non-transferable;
• credits may not be resold;
• credits may expire according to the applicable plan;
• unused subscription credits are not refundable;
• failed requests, invalid requests, or cache hits may be treated according to the published billing rules;
• EnvoAPI may correct billing errors, including undercounted or overcounted credits.

11.3Subscriptions and renewal

Subscriptions automatically renew for successive subscription periods unless cancelled before the renewal date through the dashboard or by written notice where required by an Order Form. Customer authorizes EnvoAPI and its payment processors to charge Customer’s payment method for recurring fees, taxes, overages, and other amounts due.

11.4Overage and auto-recharge

If Customer exceeds included credits, rate limits, or plan usage, EnvoAPI may charge overage fees, require a plan upgrade, throttle requests, suspend access, or require prepaid top-ups. If Customer enables auto-recharge, Customer authorizes EnvoAPI to automatically purchase additional credits when the balance falls below the configured threshold.

11.5Taxes

Fees are exclusive of taxes unless expressly stated otherwise. Customer is responsible for all applicable taxes, duties, levies, withholding, VAT, GST, sales taxes, and similar charges, excluding taxes based on EnvoAPI’s net income.

11.6Late payment

If Customer fails to pay amounts when due, EnvoAPI may suspend or terminate access, revoke credits, accelerate unpaid amounts, charge interest at the lower of 1.5% per month or the maximum lawful rate, and recover reasonable collection costs and attorneys’ fees.

11.7Refunds

Except as expressly required by law or stated in an Order Form, all fees and credit purchases are non-cancellable and non-refundable. EnvoAPI may provide refunds, credits, or service credits at its sole discretion, and doing so once does not obligate EnvoAPI to do so again.

11.8Price changes

EnvoAPI may change pricing, credit rules, endpoint costs, included usage, overage rates, or plan features prospectively. For existing paid subscriptions, material price changes will take effect at the next renewal period unless otherwise stated in an Order Form.

12Rate limits, fair use, and service integrity

EnvoAPI may enforce rate limits, concurrency limits, batch limits, payload limits, pagination limits, search result limits, daily limits, fair use limits, and other technical limits.

Customer must not bypass or attempt to bypass limits. EnvoAPI may throttle, queue, reject, delay, or suspend requests to protect security, reliability, legal compliance, source availability, data quality, infrastructure, or other customers.

High-volume usage, dedicated throughput, service-level commitments, custom rate limits, and priority processing require a separate written Order Form.

13Support and service levels

EnvoAPI will provide support according to Customer’s plan, Order Form, or Documentation. Unless expressly stated in an Order Form, EnvoAPI does not provide guaranteed response times, uptime commitments, remedies, or service credits.

The Services may be unavailable due to maintenance, incidents, outages, security measures, source changes, third-party failures, legal requirements, force majeure events, or other causes.

14Intellectual property

14.1EnvoAPI ownership

EnvoAPI and its licensors retain all rights, title, and interest in and to the EnvoAPI Technology, Services, APIs, software, models, workflows, databases, schemas, Documentation, trademarks, logos, websites, dashboards, systems, usage data, aggregated data, de-identified data, and all improvements, modifications, and derivative works.

14.2Customer ownership

Customer retains all rights in Customer Data, subject to the license granted to EnvoAPI in these Terms.

14.3No implied rights

No rights are granted except as expressly stated in these Terms. Customer must not use EnvoAPI’s names, logos, trademarks, or branding without EnvoAPI’s prior written permission.

14.4Customer publicity

Unless Customer opts out by written notice to [email protected], EnvoAPI may identify Customer as a customer using Customer’s name and logo in customer lists, websites, pitch decks, and marketing materials. EnvoAPI will stop new public use within a reasonable time after receiving Customer’s opt-out request.

15Confidentiality

15.1Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including API keys, pricing, business plans, security information, technical information, Customer Data, non-public product information, and Order Forms.

15.2Obligations

The receiving party must use Confidential Information only to perform under these Terms, protect it using reasonable care, and disclose it only to employees, contractors, advisors, subprocessors, or representatives who need to know it and are bound by confidentiality obligations.

15.3Exclusions

Confidential Information does not include information that is publicly available without breach, already known without restriction, independently developed without use of Confidential Information, or lawfully received from a third party without confidentiality obligations.

15.4Required disclosure

The receiving party may disclose Confidential Information if required by law, subpoena, court order, or government authority, provided it gives prompt notice where legally permitted and reasonably cooperates with protective measures.

16Third-party services and Source Platforms

The Services may integrate with, link to, reference, rely on, or interoperate with third-party services, systems, infrastructure, data providers, payment processors, cloud providers, analytics tools, CRMs, email providers, and Source Platforms. EnvoAPI is not responsible for third-party services, content, policies, outages, restrictions, accuracy, security, or practices.

Customer’s use of third-party services is governed by the terms between Customer and the relevant third party. EnvoAPI is not liable for changes, suspension, termination, or unavailability of any third-party service or Source Platform.

17Suspension and termination

17.1Suspension

EnvoAPI may suspend, throttle, restrict, or terminate Customer’s access to all or part of the Services immediately if EnvoAPI reasonably believes that:

1. Customer breached these Terms;
2. Customer’s use creates security, legal, privacy, source, operational, reputational, or financial risk;
3. Customer failed to pay amounts when due;
4. Customer exceeded rate limits or usage limits;
5. Customer provided false, misleading, or incomplete information;
6. Customer’s API keys or Account may be compromised;
7. suspension is required by law, court order, government request, third-party restriction, or Source Platform restriction;
8. Customer is using the Services for prohibited, abusive, or high-risk purposes.

17.2Termination by Customer

Customer may stop using the Services at any time. Subscription cancellation will take effect at the end of the then-current billing period unless otherwise stated in an Order Form. Customer remains responsible for all fees incurred before cancellation or termination.

17.3Termination by EnvoAPI

EnvoAPI may terminate these Terms or Customer’s access to the Services for convenience upon notice, or immediately for cause if Customer breaches these Terms, fails to pay, or creates risk to EnvoAPI, the Services, Source Platforms, individuals, or third parties.

17.4Effect of termination

Upon termination or expiration:

• Customer’s right to access and use the Services ends;
• Customer must stop using API keys, Documentation, and EnvoAPI Technology;
• unpaid fees become immediately due;
• EnvoAPI may delete or disable Account data according to its retention practices;
• Customer must delete Output Data where required by law, these Terms, an Order Form, or EnvoAPI’s written instruction;
• sections that by their nature should survive will survive, including payment obligations, restrictions, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution.

18Warranties and disclaimers

18.1Mutual authority

Each party represents that it has the legal power and authority to enter into these Terms.

18.2Customer warranties

Customer represents and warrants that:

1. Customer has all rights, consents, permissions, notices, and lawful bases required to submit Customer Data and use the Services and Output Data;
2. Customer’s use of the Services and Output Data will comply with all applicable laws and these Terms;
3. Customer Data does not infringe, misappropriate, or violate third-party rights;
4. Customer will not use the Services for prohibited purposes;
5. Customer will not provide EnvoAPI with Sensitive Data or non-public platform credentials.

18.3Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT DATA, DOCUMENTATION, BETA FEATURES, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ENVOAPI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, AND COURSE OF DEALING.

ENVOAPI DOES NOT WARRANT THAT THE SERVICES OR OUTPUT DATA WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, CURRENT, ACCURATE, LAWFUL FOR CUSTOMER’S USE CASE, OR COMPATIBLE WITH CUSTOMER APPLICATIONS.

ENVOAPI DOES NOT PROVIDE LEGAL, PRIVACY, COMPLIANCE, EMPLOYMENT, MARKETING, OR BUSINESS ADVICE. CUSTOMER IS RESPONSIBLE FOR OBTAINING ITS OWN PROFESSIONAL ADVICE.

19Indemnification

19.1Customer indemnity

Customer will defend, indemnify, and hold harmless EnvoAPI, its affiliates, officers, directors, employees, contractors, licensors, subprocessors, and agents from and against any claims, damages, liabilities, losses, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. Customer Data;
2. Customer Applications;
3. Customer’s or End Users’ use of the Services or Output Data;
4. Customer’s breach of these Terms;
5. Customer’s violation of applicable law;
6. Customer’s violation of third-party rights or third-party platform terms;
7. Customer’s communications, outreach, marketing, recruiting, sales, profiling, or automated decision-making activities;
8. Customer’s failure to provide notices, obtain consents, maintain lawful basis, honor opt-outs, or respond to data subject requests;
9. Customer’s prohibited use, misuse, or unauthorized disclosure of Output Data;
10. disputes between Customer and its End Users, customers, prospects, candidates, employees, contractors, or other third parties.

19.2EnvoAPI IP indemnity

Subject to the limitations in these Terms, EnvoAPI will defend Customer against a third-party claim alleging that the EnvoAPI Technology, as provided by EnvoAPI and used according to these Terms, directly infringes that third party’s intellectual property rights, and will pay damages finally awarded by a court or agreed in settlement by EnvoAPI.

EnvoAPI has no obligation for claims arising from:

• Output Data, Public Professional Data, third-party content, Source Platforms, or Customer Data;
• Customer Applications or Customer’s combination of the Services with other products, data, or services;
• use of the Services outside the scope of these Terms or Documentation;
• modifications not made by EnvoAPI;
• Beta Features or free services;
• Customer’s failure to use an update or replacement provided by EnvoAPI.

If an infringement claim is made or likely, EnvoAPI may, at its option, obtain rights for Customer to continue using the affected Service, modify or replace it, or terminate the affected Service and provide a pro-rata refund of prepaid unused fees for that Service. This section states EnvoAPI’s sole liability and Customer’s exclusive remedy for intellectual property claims.

19.3Indemnification procedure

The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement, provided that the indemnifying party may not settle a claim in a way that imposes liability, admission, or non-monetary obligations on the indemnified party without consent.

20Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENVOAPI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, OR CLAIMS BY THIRD PARTIES, EVEN IF ENVOAPI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENVOAPI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OUTPUT DATA, OR CUSTOMER’S USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF:

1. THE AMOUNTS CUSTOMER PAID TO ENVOAPI FOR THE AFFECTED SERVICES DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
2. USD $100 FOR FREE, TRIAL, OR BETA USE.

The limitations in this section apply to all theories of liability, whether contract, tort, negligence, strict liability, statute, or otherwise, and apply even if a remedy fails of its essential purpose.

Nothing in these Terms limits liability that cannot be limited under applicable law.

21Export controls, sanctions, and anti-corruption

Customer must comply with all applicable export control, sanctions, anti-boycott, anti-money laundering, and anti-corruption laws. Customer must not use the Services in, for, or on behalf of embargoed countries, sanctioned parties, restricted end users, or prohibited end uses.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a sanctioned jurisdiction, and is not listed on any applicable restricted party list.

22Changes to the Services or Terms

EnvoAPI may modify these Terms from time to time. If EnvoAPI makes material changes, it will provide notice by posting the updated Terms, emailing Customer, notifying Customer through the dashboard, or other reasonable means.

Changes become effective on the date stated in the updated Terms. Customer’s continued use of the Services after the effective date constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer must stop using the Services before the effective date.

EnvoAPI may change the Services, Documentation, features, endpoints, fields, schemas, rate limits, credit rules, data sources, and pricing as described in these Terms.

23Notices

EnvoAPI may provide notices by email, dashboard message, API notice, website posting, invoice, or other reasonable means. Customer must keep contact information current.

Legal notices to EnvoAPI must be sent to:

EnvoAPI LLC
Attn: Legal Department
Email: [email protected]

Support requests, privacy requests, and abuse or security reports should be sent to [email protected].

24Governing law and dispute resolution

These Terms are governed by the laws of the State of Wyoming, United States, excluding conflict-of-law rules.

The parties agree that any dispute arising out of or relating to these Terms, the Services, or Output Data will be resolved exclusively in the state and federal courts located in the State of Wyoming, United States, and each party consents to personal jurisdiction and venue there.

Notwithstanding the foregoing, EnvoAPI may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, security, systems, customers, or the Services.

25Miscellaneous

25.1Entire agreement

These Terms, any applicable Order Form, DPA, pricing page, Documentation, and policies incorporated by reference constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject.

25.2Order of precedence

If there is a conflict, the following order controls: (1) signed Order Form; (2) DPA; (3) these Terms; (4) pricing page; (5) Documentation; (6) other online policies.

25.3Assignment

Customer may not assign or transfer these Terms without EnvoAPI’s prior written consent. EnvoAPI may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, or sale of assets.

25.4Force majeure

EnvoAPI will not be liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, internet or telecommunications failures, cloud provider outages, cyberattacks, government actions, legal restrictions, source platform changes, or power failures.

25.5Severability

If any provision is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

25.6Waiver

Failure to enforce a provision is not a waiver. A waiver must be in writing and signed by the waiving party.

25.7Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary relationship, employment relationship, or franchise.

25.8No third-party beneficiaries

There are no third-party beneficiaries to these Terms unless expressly stated.

25.9Language

These Terms are written in English. Any translation is provided for convenience only. If there is a conflict between the English version and any translation, the English version controls unless prohibited by applicable law.