Enovata Solutions, LLC - Terms of Service

Effective Date: December 29, 2023
Updated: July 18, 2024

These terms and conditions, henceforth referred to as the “Terms of Service”, constitute an integral component of the Service Agreement, hereinafter referred to as the “Agreement”, entered into between Enovata Solutions, LLC, hereinafter referred to as “ENOVATA SOLUTIONS”, and the Client, hereinafter referred to as “you”.

The Agreement also encompasses any accompanying attachments, schedules, exhibits, or additional documents or information that may be annexed, appended, or otherwise included with the Agreement. These attachments may contain specific details, stipulations, or provisions that supplement, explain, or otherwise relate to the Agreement.

The Terms of Service delineate the rules, guidelines, and stipulations that govern the provision of all services that ENOVATA SOLUTIONS offers to you, the Client. These services may include, but are not limited to, consulting, software development, project management, and other related services.

The Terms of Service are designed to ensure a clear understanding between you and ENOVATA SOLUTIONS regarding the expectations, responsibilities, and obligations of both parties in relation to the services provided. By agreeing to these Terms of Service, you acknowledge and accept the conditions under which ENOVATA SOLUTIONS will provide its services.

Incorporation by Reference

The terms and conditions outlined in this document, henceforth referred to as the “Terms of Service”, are incorporated by reference into the Agreement. This legal term, “incorporation by reference”, implies that these terms and conditions are treated as if they were explicitly written into the Agreement itself, thereby forming an integral part of the Agreement.

These Terms of Service are a crucial component of any Service Agreement, estimate, scope of services, or any other associated documentation that you, the Client, receive from ENOVATA SOLUTIONS. They are not standalone documents but are intended to work in conjunction with the Agreement to provide a comprehensive understanding of the services provided by ENOVATA SOLUTIONS and the terms governing these services.

The Terms of Service govern your relationship with ENOVATA SOLUTIONS, defining the rights, responsibilities, and obligations of both parties. They set forth the rules and guidelines that dictate how ENOVATA SOLUTIONS will provide its services and how you, as the Client, can use these services.

Importantly, these Terms of Service apply to all services provided by ENOVATA SOLUTIONS, irrespective of whether these services are provided under a formal Service Agreement or not. This includes services that you may receive on a trial basis, services that are part of a promotional offer, or services that are provided on an ad hoc basis. By using any of the services provided by ENOVATA SOLUTIONS, you are implicitly agreeing to these Terms of Service

Acknowledgment and Consent

By authorizing the Agreement, you affirm the following:

A. Legal Authorization:

• You represent and warrant that you have the legal authority to enter into this Agreement.
• If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these terms and conditions.
• In the absence of such authority, you understand that you are personally liable for all obligations under this Agreement.

B. Understanding of the Agreement:

• You acknowledge that you have thoroughly read and understood the Agreement and these terms & conditions.
• You understand that these documents govern the relationship between you and ENOVATA SOLUTIONS and set forth the terms under which ENOVATA SOLUTIONS will provide its services.
• You accept that it is your responsibility to review these terms & conditions periodically to stay informed about any changes or updates.

C. Consent to Comply:

• You consent, as the client or on behalf of the Client, to comply with the Agreement and these terms & conditions.
• You understand that failure to comply with these terms may result in termination of services, legal action, or other remedies available to ENOVATA SOLUTIONS.
• You agree to notify ENOVATA SOLUTIONS immediately if you become aware of any breach of these terms

Service Specifications

The Agreement clearly defines the services you are engaging, including their pricing and other relevant details.

Duration and Cancellation

1. Term of Service: Services commence with ENOVATA SOLUTIONS’ acceptance of the Agreement and receipt of the initial payment (“Initial Term”). After the Initial Term, services will be provided on a month-to-month basis, subject to alternate agreements.
2. Cancellation Procedure: You may cancel services following the terms in the Agreement. Cancellations can be requested via phone at (980)880-5526 or via email at enhance@enovatasolutions.
3. Termination due to Breach: ENOVATA SOLUTIONS may end the Agreement with a 30-day notice if there is a significant breach of terms not resolved within that timeframe.
4. Suspension of Services: ENOVATA SOLUTIONS may temporarily suspend services for operational reasons, security issues, or upon your request. Services suspended for over 30 days may incur a reactivation fee.
5. Refund Policy: Payments made to ENOVATA SOLUTIONS are non-refundable, as they are deemed compensation for services provided.

Payment Terms

Fee Structure:

• You agree to pay the fees as detailed in the Agreement, following the outlined Payment Terms (“Fees”), which include both service and setup fees.
• ENOVATA SOLUTIONS reserves the right to modify these Fees at any time.
• Service fees are subject to an annual adjustment with prior notice to the client, capped at a 25% yearly increase.
• If a fee increase is unacceptable, you have the option to explore alternative service options or request a review of your account for possible discounts.

Payment Process:

• Upon acceptance of the Agreement by ENOVATA SOLUTIONS, your credit card will be charged or your bank account debited as per the Fees, in U.S. dollars.
• By accepting the Agreement, you also consent to receive SMS messages and emails from ENOVATA SOLUTIONS. This includes notifications related to your account, marketing communications, updates, and other relevant information.
• You have the right to opt-out of these communications at any time, but doing so may impact the level of service provided.

Payment Timeline:

• Fees are due monthly starting from the date the Agreement becomes effective, unless otherwise specified in the Agreement.
• ENOVATA SOLUTIONS may process charges to your account in accordance with the Agreement.
• Failure to process payments on time may lead to service or account suspension. This includes the inability to access certain features or complete loss of access until the outstanding payment is processed.

Client Responsibility

As a client, you play a crucial role in the successful delivery of our services. Your responsibilities include, but are not limited to, the following:

A. Provision of Information and Materials:

• You are responsible for providing all necessary information, materials, and resources required for the efficient execution of our services.
• This may include, but is not limited to, business details, project specifications, access to necessary software or platforms, and any other information or materials relevant to the project.

Access to Accounts:

• If our services require access to your accounts (such as email, social media, or other platforms), you are responsible for providing this access in a secure manner.
• You should ensure that all necessary permissions are granted, and any security measures, such as two-factor authentication, are appropriately managed.

Timely Responses and Approvals:

• Your timely response to requests, inquiries, and approvals is critical to maintaining the project timeline.
• Delays in responses or approvals can impact the project schedule and may result in extended delivery timelines.

Open Communication:

• You are expected to maintain open and regular communication with us throughout the project.
• This includes promptly notifying us of any changes in requirements, providing feedback, and addressing any concerns or issues that may arise.

By fulfilling these responsibilities, you help ensure that we can provide our services efficiently and deliver the best possible results for your project.

Right to Use

Clients must ensure they have the right to use and provide any content, including footage and images, for logo design, animation, and video editing purposes. Enovata Solutions, LLC is not liable for any copyright or legal issues related to the content provided by clients.

Product Specific Terms

A. Paid Ad & Search Products:

• As a client, you are responsible for all charges associated with third-party advertisements. This includes, but is not limited to, costs associated with displaying ads, click-through rates, and any other fees imposed by the third-party ad platform.
• In the event of disputes or payment failures related to these third-party ad charges, you, the Client, are obligated to indemnify, or compensate, ENOVATA SOLUTIONS for any liabilities that may arise. These liabilities may include, but are not limited to, legal fees, collection efforts, and any damages awarded. 
• If your account with a third-party platform incurs any outstanding balances, it is your responsibility to settle these balances promptly. Failure to do so may result in additional fees, account restrictions, or suspension of services.
• It is important to note that ENOVATA SOLUTIONS is not responsible for the policies and practices of third-party platforms. As such, you are encouraged to review the terms and conditions of these platforms before engaging their services.

Confidentiality and Promotional Rights

Regarding Your Company:

1. As a client, you agree to maintain the confidentiality of the details of this Agreement and any Confidential Information pertaining to ENOVATA SOLUTIONS.

2. “Confidential Information” includes any non-public information, such as business plans, strategies, financials, research findings, technological developments, marketing tactics, trade secrets, website designs, and client/vendor lists.

3. You must not disclose any Confidential Information to third parties without ENOVATA SOLUTIONS’ written consent, safeguarding sensitive information that could affect ENOVATA SOLUTIONS’ business interests adversely.

4. Public announcements or press releases about the Agreement or the relationship between your company and ENOVATA SOLUTIONS require mutual consent to ensure aligned communication.

Regarding ENOVATA SOLUTIONS:

1. ENOVATA SOLUTIONS will maintain the confidentiality of your company’s non-public information, including business operations, financial affairs, products, and contracts, and will not disclose such information without your written permission.

2. Notwithstanding the above, ENOVATA SOLUTIONS reserves the right to use, for promotional purposes, generic, non-confidential results and outcomes of the services provided to you, including but not limited to, summaries of results achieved, case studies, and statistical performance metrics, provided such use does not specifically identify your company or disclose any of your Confidential Information without your prior written consent.

3. ENOVATA SOLUTIONS is committed to upholding these confidentiality obligations to preserve a trusting and productive business relationship.

Agency Representation and Responsibility

When purchasing services on behalf of another company, you confirm your authorization to act as its agent and that the company is aware of and consents to this Agreement. Both you and the company are jointly responsible for fulfilling the obligations of the Agreement, including payments. Additional fees payable to ENOVATA SOLUTIONS or agents are covered under separate agreements.

Intellectual Property

You grant ENOVATA SOLUTIONS a non-exclusive, royalty-free, worldwide license to use, copy, modify, publicly perform, display, broadcast, and transmit Client Content for any Marketing Service, as well as the Existing Site, as necessary to perform the Services. While you or your licensors retain ownership of all Client Content’s intellectual property rights, ENOVATA SOLUTIONS retains ownership of its created design elements, excluding your proprietary elements like trademarks or logos. This arrangement ensures ENOVATA SOLUTIONS can demonstrate the value and effectiveness of its services while respecting and protecting your intellectual property and confidential information.

Limitations of Liability

1. Exclusion of Liability: You understand and agree ENOVATA SOLUTIONS will not be liable for any indirect, incidental, or consequential damages arising from our services. Liability is limited to the amount paid by the client for the services rendered. This encompasses losses such as disrupted communications, inability to use services, business interruption, data loss, or foregone profits, irrespective of prior advisories regarding such potential losses. This exclusion of liability is to be enforced to the maximum legal extent, although it’s noted that certain jurisdictions may not allow such limitations.
2. Damages Cap: ENOVATA SOLUTIONS’s total liability to you or third parties will not exceed the amount you have paid ENOVATA SOLUTIONS in the 12 months preceding the incident leading to the claim. ENOVATA SOLUTIONS reserves the right to offer equivalent remediation services as compensation instead of monetary refunds, provided these are issued in a timely manner.
3. Jurisdictional Considerations: It is recognized that certain legal jurisdictions do not permit the exclusion of certain warranties or the limitation of liability for indirect or consequential damages. Therefore, in such jurisdictions, the above limitations may not apply. Where legally mandatory, the extent of any implied warranties and the scope of ENOVATA SOLUTIONS’s liability will adhere to the minimal requirement of such laws.
4. Resolution of Disputes: Should you engage in disputes related to the use of products and services, involving third parties or others, you hereby relieve ENOVATA SOLUTIONS from any related claims or damages that may arise from these disputes.
5. Liability Limitation Exceptions: The aforementioned liability limitations do not cover (i) either party’s responsibilities under indemnification clauses, including any associated costs; (ii) adherence to confidentiality agreements; and (iii) deliberate wrongdoing by either party.
6. Agreement Basis: Both parties enter into this agreement with a mutual understanding and reliance on the limitations of liability established herein, recognizing these limitations as a key basis of their contractual agreement.

Disclaimer of Warranties

ENOVATA SOLUTIONS offers Services “as is” and “as available,” disclaiming all warranties, express or implied. It’s not responsible for service interruptions, content errors, third-party infringements, personal or property damage from service use, data breaches, transmission interruptions, or external viruses. ENOVATA SOLUTIONS is not accountable for third-party products or services linked through its Services.

Representations, Warranties, and Covenants

ENOVATA SOLUTIONS assures it has the necessary rights and authority for this Agreement, will comply with laws and regulations, will strive for timely Service delivery, will not infringe your intellectual property rights, and won’t engage others to perform the services without your consent. You guarantee having rights and authority for this Agreement and ensure your Website content or materials provided to ENOVATA SOLUTIONS won’t infringe third-party rights, violate laws, or contain harmful content. You also confirm the legality and regulatory compliance of your promoted products or services.

Indemnification

You agree to indemnify ENOVATA SOLUTIONS against claims, liabilities, and expenses arising from your Agreement breaches, third-party rights violations, your goods or services, or other acts. ENOVATA SOLUTIONS can assume defense control, requiring your cooperation. ENOVATA SOLUTIONS will indemnify your company against claims from its Agreement breaches, third-party rights violations, or its Services. You can control the defense in such matters, with ENOVATA SOLUTIONS’ cooperation.

Results Disclaimer

ENOVATA SOLUTIONS endeavors to provide high-quality services tailored to each client’s specific needs. However, due to the unique nature of each client’s situation, business environment, market dynamics, and various other factors, ENOVATA SOLUTIONS cannot guarantee specific results or outcomes from the services provided. While we apply industry best practices and dedicate our expertise to achieving the best possible results, we acknowledge that every situation is different, and numerous external factors can influence the effectiveness of our services. Therefore, ENOVATA SOLUTIONS makes no express or implied promises or guarantees about the exact results or benefits that will be obtained from our services. Clients understand and agree that their decision to use ENOVATA SOLUTIONS’ services is based on their judgment and that ENOVATA SOLUTIONS is not liable for outcomes that may differ from client expectations or objectives.

Dispute Resolution

Informal Resolution: For disputes arising from this Agreement or related to the parties’ relationship, excluding Intellectual Property Rights issues, both parties will first attempt to resolve them informally. If unresolved within 60 days, arbitration may be pursued.

Arbitration: Disputes not involving Intellectual Property Rights or not suitable for small claims court will be confidentially arbitrated per the American Arbitration Association’s rules. Arbitration will be held in Charlotte, NC and the decision is enforceable in the U.S. District Court.

1.  Exceptions: Arbitration doesn’t apply to Intellectual Property Rights disputes or individual small claims court cases. Arbitration is on an individual basis only, not as class actions or representative claims. If part of this section is invalid, the entire Dispute Resolution Provision, except this sentence, will not apply.
2. Amendment: Any changes to this arbitration provision require mutual consent. Continued service use after changes implies consent.
3. Waiver: Entering this agreement waives the right to a jury trial and restricts claims to individual capacities only.

Jurisdiction and General Provisions

1. Governing Law: This Agreement is subject to the laws of North Carolina and legal proceedings must be conducted in the courts of Cabarrus County, North Carolina.
2. Claim Period: Any claims related to this Agreement must be brought forth within 90 days of their occurrence, with the exception of those involving Intellectual Property Rights
3. Communication Requirements: All formal communication to ENOVATA SOLUTIONS must be via registered mail and email. Correspondences to the Client will be conducted through email
4. Agreement Transfer: Transfer of this Agreement requires the explicit consent of ENOVATA SOLUTIONS. However, ENOVATA SOLUTIONS retains the right to assign this Agreement with prior notification. This Agreement binds and benefits successors and permitted assigns.
5. Nature of Relationship: Both parties act as independent contractors under this Agreement, without implying any other form of relationship.
6. Use of External Services: ENOVATA SOLUTIONS is authorized to incorporate third-party services as deemed necessary for its operations.
7. Financial Responsibility: ENOVATA SOLUTIONS’ financial liability is confined to the amount paid by the Client, in line with the limitations and indemnification clauses specified in the Agreement.
8. Continuity and Validity: If any part of this Agreement is found to be invalid or unenforceable, the remaining sections will continue to be valid and enforceable.
9. Final and Complete Agreement: This Agreement, along with these terms, represents the entire understanding between the parties, overriding any previous agreements. Amendments to this Agreement require written agreement from both parties