EnSpot – Terms of Service
This Agreement is issued by SOURCEit Technologies, Inc. (DBA EnSpot.com). on behalf of itself, its subsidiaries, and its affiliates, (“EnSpot”, “Company”, “we”, or “us”). The following terms and conditions, together with any documents that are expressly incorporated by reference herein (collectively these “Terms of Service” or “Agreement”), govern your access to and use of www.EnSpot.com and www.enspotpolitical.com (the “Website”), including any other of EnSpot’s service, SMS, APIs, email notifications, applications, buttons, widgets, transmission of any voice or text messages to third parties through the EnSpot services, and any other content, functionality, use, and services offered on or through the Website, including but not limited to website design, website management, marketing services, advertising services, Calls, Survey/Push-Poll, and SMS services (the foregoing collectively defined herein as the “EnSpot services”), whether as a guest or a registered client.
EnSpot offers a collection of marketing and design services that allows political candidates, campaigns, and other organizations to reach voters, clients, prospects, and supporters to increase visibility for an election, marketing campaign, or a cause.
These terms and conditions contain provisions that disclaim, limit, and exclude the liability of EnSpot to you and that indemnify EnSpot against claims and damages that it may suffer because of your conduct.
Should a client not agree to all the terms and conditions of this agreement or be unable to comply with these terms and conditions, the Client should immediately cease using the Website and/or terminate the registration process.
This Service is offered and available to clients who are eighteen (18) years of age or older. By using this Website or any of the EnSpot services, you represent and warrant that you are 18 years of age or older and have legal capacity to form a binding contract with the Company. If you do not meet all of these requirements, you must not access or use the Website or the EnSpot services. If you are using the Website or any of the EnSpot services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Website and the EnSpot services only in compliance with these Terms of Service and all applicable local, state, national, and international laws, rules, and regulations.
1. Accessing the EnSpot Services
1.1 Client Account
We reserve the right to withdraw or amend the Website or any of the EnSpot services, and any product, service, or material we provide on the Website or by the EnSpot services, in our sole discretion, without notice. We will not be liable to you if, for any reason, any part of or the entire Website or EnSpot services are unavailable for your access or use at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire website, to clients, including registered clients. You are responsible for:
2. Acceptable Use Policy
EnSpot’s services may be used for only lawful purposes. Using the services in an illegal or abusive manner or any other manner that interferes with or diminishes others’ use or enjoyment of the services is prohibited. If EnSpot determines that you are in violation of EnSpot’s policies, EnSpot reserves the right to suspend your use of the account without right to refund. EnSpot also is not responsible for any direct or indirect ramifications or damages that may occur due to a suspension, cancellation, or termination of your account.
The following list gives examples of illegal, abusive, interfering, or otherwise illicit use of the services. This list is provided by way of example and shall not be considered exhaustive.
3. Materials Provided by Client (Client Content)
In connection with Your use of the Site and Services, you may provide, upload, or otherwise make available to us your Content. You agree that You will only upload or use your Content within the Site and Services that You have the right and authority to provide or upload such Client Content as well as the authority to grant EnSpot the licenses and rights to such Client Content as set forth in this Agreement. By providing the Client Content to EnSpot, you grant EnSpot a worldwide, perpetual, royalty-free, non-exclusive, fully-sublicensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the Client Content in any form. EnSpot’s use of the Client Content includes, without limitation, the right to incorporate or implement the Client Content into any EnSpot product or Service, and to display, market, sublicense and distribute the Client Content as incorporated or embedded in any product or Service distributed or offered by EnSpot without compensation to You. You warrant that: (a) You have the right and authority to grant this license; (b) EnSpot’s exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third-party rights; and (c) all so-called moral rights in the Client Content have been waived to the full extent allowed by law.
EnSpot is not responsible for pre-screening all content supplied by you and does not endorse or approve any content that you provide to us to perform services. You are solely responsible for the content provided or that you approve. You bear the entire risk of the completeness, accuracy and/or usefulness of content used to perform services. You are advised to exercise a high level of care and caution with content used for your services.
4. Fees and Payments
You agree to pay all fees and payments due for Services purchased at this Site at the time they are ordered. All fees and payments due are in U.S. dollars and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term.
Payment in full is required before services start unless otherwise stated in writing. Unless otherwise stated, you may pay for products and Services by providing a valid credit card or ACH, Wire, PayPal, Zelle, Venmo if available. ACH and Wire payments may include wait periods of up to 5 business days to confirm funds.
You acknowledge that EnSpot may use the services of a third party to automatically update Your credit card expiration date. These recurring billing or account updating programs (the “Billing Programs”) are supported by Your credit card provider (and are ultimately dependent on Your bank’s participation). If You are enrolled in an automatic renewal option and We are unable to successfully charge Your existing payment method, your credit card provider (or Your bank) may notify Us of updates to Your credit card number and/or expiration date, or they may automatically charge Your new credit card on Our behalf without notification to Us.If We are unable to charge Your credit card or bank account for the full amount owed for the Products or Services provided or if We incur a chargeback for any fee, we previously charged to Your credit card, You acknowledge that EnSpot may pursue all available lawful remedies in order to obtain payment including, immediate cancellation without notice to You of any orders, domain names or Services registered or renewed on Your behalf.
EnSpot reserves the right to charge You reasonable additional fees for, e.g. (i) service upgrades (one-time non-recurring charge) to be invoiced to You in the following billing cycle, (ii) tasks We may perform for You that are outside the normal scope of Our Services, (iii) additional time and/or costs We may incur in providing Our Products and Services to You, and/or (iv) Your noncompliance with this Agreement as determined by Us in Our sole discretion. These additional fees will be billed to the credit card or other payment method You have on file with Us.
EnSpot expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications will be posted online at this Site or otherwise communicated to You using the information on file with Us, and effective immediately without further notice to You. If You have purchased Services for a fixed time period, changes or modifications in prices and fees will be effective when the Service in question comes up for renewal. If You find any pricing change unacceptable, you may cancel Your Service and terminate Your Account, however EnSpot will not be obligated to refund any remaining portion of any of Your pre-paid fees.
EnSpot’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, without limitation, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (“Taxes”). Client is responsible for paying all Taxes associated with Client’s payments hereunder. If EnSpot has the legal obligation to pay or collect Taxes for which Client is responsible under this Section, EnSpot will invoice Client and Client will pay that amount unless Client provides EnSpot with a valid tax exemption certificate authorized by the appropriate taxing authority.
If you are dissatisfied with any part of our work and you let us know, we will do our best to resolve the issue to your satisfaction. If we are unsuccessful in resolving an issue to your satisfaction, either Party may terminate this Agreement or request a refund, with or without cause, with written notice to the other Party with acknowledgment receipt.
The client may cancel the services with a formal written request at: support@EnSpotpolitical.com or support@EnSpot.comTo cover the cost of planning, reserving inventory or capacity, and dedicating resources, Refunds shall be limited and subject to administrative fees that shall be deducted from refunds issued based on the status of the services contracted or account.
6.1 Administrative Fees and Refund Deductions
Stage 1 – Signup: 25% fee shall be deducted if services are canceled or terminated after signing up and paying for services.
Stage 2 – Kick-off: 50% fee shall be deducted if services are canceled after meeting with staff to discuss the start of your services, also as known as the “Kick-off Call”.
Stage 3 – Service Pending: 75% fee shall be deducted if canceled 7 days after Kick-off Call.
Stage 4 – In Progress: Once services have started, you waive all rights for a refund of any type, for any reason.
The exchange or transfer of services may only be done at our discretion and will be subject to administrative fees.
A refund may take up to 10 business days to allow us sufficient time to investigate all costs associated with the client. There are no exceptions to this refund policy.
7. Order Forms
An “Order Form” is written proposal executed by EnSpot and Client that references this Agreement and includes any relevant details referenced herein including Fees and the specific Services to be provided. The EnSpot Fees shall be determined by the price as set forth in the Order Form (“Pricing Tiers”). Except for changes to Fees due to changes in Pricing Tiers, additional Services may be added by the parties without an Order Form so long as they are memorialized by written agreement, email acceptable, and in such case the use of the term “Order Form” in this Agreement shall refer to such writing. For the avoidance of doubt, EnSpot shall not have any obligation to provide Services which are not set forth on an Order Form. Upon mutual execution, each Order Form will be deemed to have been incorporated by reference into and governed by this Agreement. The Order Form includes and incorporates by reference this Terms of Service.
8. Services Provided
Each contracted service, fees, and customizations should be included in the ‘’Order Form’’.
8.1 Website Design Packages
Website designs include your choice of pre-designed elements for the number of pages that your package or plan includes. Some plans or packages may require a minimum service length. Some elements or features may be provided by 3rd parties and may require additional fees or support. Functionally of elements and features, 3rd party or custom, are not guaranteed.(*) An additional fee shall apply for any extra pages created on your behalf. Page text corrections may be done as a courtesy for up to 30 days after the website is published. Once the site has been published, no additional work will be completed without the purchase of website management or design services unless it is deemed within the scope of support. A backup copy of your website may be provided free of charge as long as your service or account is in good standing.
The transfer or migration of your website can be requested for a fee, which will be quoted upon request.
Website content must be provided and approved by you.
Design work is not guaranteed to include the creation of unique artwork created from completely original elements. Designed items include an initial consultation (via online or by phone), presentation of at least one (1) initial design or concept, and up to two (2) rounds of requested revisions to the selected design. EnSpot will charge a fee for additional designs/revisions requested by you. The amount of the fee will be communicated to you and is required to be paid prior to the start of work on additional revisions/designs.
8.2 Website Management Services
Management requests must be requested through email to be received, responded to or completed. Once we receive your request and all necessary materials or content, we will complete the requested updates and re-publish your site without further review, unless the request is unclear or missing information/content necessary to complete the request in question.
Full access to your website and host is required for this service. Requests will be executed within 8 business hours unless otherwise stated. Business hours are Monday-Friday 9:00 AM – 5:00 PM CT, Excluding Holidays. Management requests are subject to reasonable use. At our sole and exclusive discretion, will determine the definition of reasonable use. Clients deemed to be abusing the service will be notified by staff. We retain the sole and absolute discretion to suspend service to you if we deem necessary. Client will be charged the service fee even if no requests/posts occur.
8.3 Text Messaging (SMS & MMS) Services
Unless otherwise agreed in writing, you must provide and approve the message content being used for your campaign. We do not and cannot guarantee or predict any particular rate of response to your advertising campaign.
You acknowledge that EnSpot’s service provider delivers messages via major telecommunications companies and mobile network providers and can therefore only influence the delivery of the messages within the technical constraints imposed by those providers. Messages submitted via our website will be transferred to the addressed recipients, provided that the recipient’s receiver is switched on and located in an area covered by their subscribed network provider. You acknowledge that, depending on the recipient’s provider service, it may not be possible to transmit the message to the recipient successfully, particularly if the provider does not support the chosen delivery method at all. You acknowledge that the transmission of large numbers of messages may be subject to restrictions and delays on the part of the network providers affected.
SMS messages are limited to 160 characters per message. If the message exceeds 160 characters, you’ll be billed an additional $.02 per each additional 160 characters.
You are aware and understand that our SMS messaging services may be subject to certain regulatory restrictions and state or federal laws, including, without limitation, the Federal Communication Commission’s rules and regulations, the Telephone Consumer Protection Act (TCPA) as well as rules and restrictions imposed by telecommunication carriers (each a “carrier”) and/or by the Cellular Telecommunications Industry Association (CTIA).If you provide phone lists to EnSpot, you agree and confirm that you have taken all steps necessary to ensure that your phone list complies with the applicable laws, rules and regulations regarding text messaging, including but not limited to consulting with an attorney, and, if applicable, scrubbing against national do-not-call or do-not-text lists, and/or ensuring the phone number is able to ‘’Opt Out’’ of future contact attempts.
You agree that proof of sending, or execution of this service will be limited to the reports, summaries and data provided by us, and that any data provided to you as part of a summary or report may not include personal contact information or voter data.
8.4 Email Marketing
Unless otherwise agreed in writing, you must provide and approve the message content being used for your campaign. We do not guarantee or predict any particular rate of response to your campaign. Your service fee will apply even if your sending limit was not reached.
It is understood that EnSpot makes no guarantee that messages will be rendered properly on all recipients' email programs. EnSpot attempts to make sure that email messages follow email standards, but we cannot guarantee that messages will look consistent across all email platforms.
You acknowledge that, depending on the recipient’s provider service, it may not be possible to transmit the message to the recipient successfully, and that the transmission of large numbers of messages may be subject to restrictions and delays on the part of the network providers affected.
You agree that proof of sending, or execution of this service will be limited to the reports, summaries and data provided by us, and that any data provided to you as part of a summary or report may not include personal contact information or voter data.
8.5 Social Media Management
Requests are limited based on plan level/type. Charges for activity exceeding your plan level may apply. These rates are available upon request. Login information or Administrator access for each social media account is required for this service.
Management requests must be requested through email to be received, responded to or completed. Once we receive your request and all necessary materials or content, we will complete the requested updates and publish to your social media platforms without further review, unless the request is unclear or missing information/content necessary to complete the request in question.
Costs for managed ads and promoted posts are to be paid by you. Management of managed ads and promoted posts are limited to the monthly budget of the service plan.
Requests will be executed within 8 business hours unless otherwise stated. Business hours are Monday-Friday 9:00 AM – 5:00 PM CT, Excluding Holidays.
Management requests are subject to reasonable use. At our sole and exclusive discretion, will determine the definition of reasonable use. Clients deemed to be abusing the service will be notified by staff. We retain the sole and absolute discretion to suspend service to you if we deem necessary.Client will be charged service fee even if no requests/posts/ads occur.
8.6 Digital Advertising and IP Targeting
Impression totals for each plan is based on a minimum of 25 days. If plan is purchased within 25 days of campaign ending, or if required materials or access is not provided within 25 days of campaign end date, impression total will not be guaranteed.
You understand the EnSpot and you must comply with all applicable laws and authorization processes required by advertising platforms. You understand that the authorization process may require a business address, organization information, business email and phone number.
You agree that targeting is limited to the data provided and the advertising features of the platforms selected. Targeting individuals cannot be guaranteed and may be limited to the platform’s capability to identify individuals or the individual’s use of the internet.
We do not guarantee or predict any rate of response to your advertising campaign.
You understand that these platforms may restrict issue, electoral or political ads. In addition, certain content related to elections may be prohibited in specific regions ahead of voting. You understand that we have no control over platform restrictions, approval times or rejection of ad content.
8.7 Direct Mail
You understand and agree that by choosing to use the Direct Mail service, you are directing EnSpot to distribute direct mail on your behalf and at your instruction.
Unless otherwise agreed in writing, you must provide and approve the content being used for your Direct Mail campaign.
We cannot guarantee a delivery date or time for any Direct Mail campaign. We do not guarantee that mail will be delivered free of damage.
We do not and cannot guarantee or predict any rate of response to your Direct Mail campaign.
Support is available on weekdays during regular business hours via email or support tickets Monday through Friday 9am to 5pm CST (unless otherwise stated) and excluding USA national holidays.
EnSpot will undertake all reasonable efforts to provide technical assistance under this agreement and to rectify or provide solutions to problems where the Service does not function as described, but EnSpot does not guarantee that the problems will be solved or that any item will be error-free. EnSpot will provide the Client with substantially the same level of service throughout the term of this agreement.
10. Client Approval of Work
EnSpot shall submit to Client for its approval all elements of any materials to be produced or placed hereunder, including, but not limited to, all copy, layouts, slogans, websites artworks, graphic materials, and photography. Submission for prior approval of Materials will not be required to the extent that they are preliminary only.
The term of this Agreement shall commence on the Effective Date and its duration can vary based on the service and the terms agreed by client in the comments of the ‘’Order Form’’, in each case unless terminated hereunder.
EnSpot may terminate this Agreement immediately for breach or threatened breach by Client of this Agreement. Either Party may immediately terminate this Agreement due to the insolvency of the other Party or the material breach of the other Party if such breach is not cured within ten (10) days after receiving written notice thereof. If a renewal is agreed in the Order Form, a Notice of Termination is required 30 days prior to next renewal Term. For the avoidance of doubt, no refunds shall be due on Termination.
13. Relationship of Parties
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. No party shall have any authority to act, or attempt to act, or represent itself, directly or by implication, as an agent of the other or in any manner assume or create or attempt to assume or create any obligation on behalf of or in the name of the other, nor shall either be deemed the agent or employee of the other.
Client acknowledges that EnSpot may, in the rendition of the Services hereunder, engage third party suppliers and other vendors and subcontractors (“Subcontractors”) from time to time to provide certain services. EnSpot shall supervise such services and endeavor to guard against any loss to Client as the result of the failure of Subcontractors to properly execute their commitments, but EnSpot shall not be responsible for their failure, acts, or omissions, except where such failure, acts or omissions are due to EnSpot’s negligence or willful misconduct. If Client enters arrangements with third party vendors, subcontractors, or suppliers regarding the provision of materials or services (“Preferred Suppliers”) and requests that EnSpot utilize such Preferred Suppliers in the discharge of EnSpot’s obligations hereunder, Client remains solely responsible for such Preferred Suppliers.
EnSpot transmits and receives text messages and voice broadcasts via other major telecommunications companies and mobile network operators and can therefore only influence the delivery of the messages within the technical constraints imposed by the above-mentioned third-party providers. EnSpot will use commercially reasonable efforts to transmit your messages and broadcasts to the applicable network for final delivery to your designated recipients as fast as possible; however, EnSpot cannot commit to, and does not guarantee, a specific maximum delivery time. EnSpot shall not be liable for any loss incurred by the failure of a message or broadcast to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from EnSpot for any such non-deliveries.
15. Intellectual Property
15.1 License to Client Materials
Client grants EnSpot a worldwide, non-exclusive license during the Term to copy, use, transmit and display its usage data and other materials provided to it by Client (“Client Materials”) as necessary for EnSpot to provide the Services and for EnSpot’s other business purposes.
15.2 License to Services
Subject to the terms and conditions of this Agreement and payment of all Fees due hereunder, EnSpot grants Client a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to use the Services.
15.3 Reservation of Rights
Subject to the limited license granted hereunder, EnSpot and EnSpot’s licensors own and reserve all of their respective right, title and interest in and to the Services, including, without limitation, all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“EnSpot Materials”). No rights to the Services are granted to Client hereunder other than as expressly set forth in this Agreement.
16. Notice And Procedure for Making Claims of Copyright or Intellectual Property Infringement
EnSpot respects the intellectual property of others, and we ask our users to do the same. EnSpot may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to EnSpot’ Copyright Agent:
Notice of claims of copyright or other intellectual property infringement should be addressed to:
SOURCEit Technologies, Inc. (DBA EnSpot.com)
2206 N main St, Suite 183
Wheaton, Illinois 60187
You may also email us: email@example.com
Client is not required to provide any suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback”). However, if you provide EnSpot with any feedback or suggestions regarding the Site or the Services ("Feedback"), you hereby assign to EnSpot all rights in such Feedback and agree that EnSpot shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. EnSpot will treat any Feedback you provide to EnSpot as non-confidential and non-proprietary. You agree that you will not submit to EnSpot any information or ideas that you consider to be confidential or proprietary.
18. Third Party Materials
EnSpot may utilize third party service providers, including without limitation Open-Source Software and APIs and other software and data from third party platforms or advertising technology companies (“Third Party Materials”). EnSpot has no control over Third Party Materials.
Accordingly, EnSpot is not responsible or liable for any Third-Party Materials. While EnSpot has no obligation to monitor Third Party Materials, EnSpot may remove or modify such Third-Party Materials in its discretion, including without limitation to comply with Law. Client agrees to comply with all terms and conditions and privacy policies related to any Third-Party Materials.
Each Party agrees that the business, technical and financial information of the other Party that is designated in writing as confidential, or that should reasonably be considered confidential given the nature of the information and/or the manner or means of disclosure, shall be the confidential property of the disclosing Party (“Confidential Information”). EnSpot’s Confidential Information includes the EnSpot Materials. Each Party shall use a reasonable degree of care to safeguard the other Party’s Confidential Information in its possession or control. Confidential Information does not include information that a Party can show by pre-existing written evidence (i) was previously rightfully known to the receiving Party without restriction on disclosure; (ii) is or becomes known to the general public, through no fault or breach on the part of the receiving Party; (iii) is disclosed to the receiving Party by a third party without breach of any separate nondisclosure obligation; (iv) is independently developed by the receiving Party; or (v) is required to be disclosed pursuant to a judicial order or third party subpoena provided that the receiving Party provides written notice to the disclosing Party in order for the disclosing Party to seek an appropriate remedy and only discloses the minimum information required by the order or subpoena.Neither Party shall disclose the terms of this Agreement, except as required by law, or to its potential investors, investors, attorneys, and other professional advisors bound to obligations of confidentiality at least as restrictive as those contained herein. The Parties hereby agree that the disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of the receiving Party’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
20. Data Limitations
EnSpot maintains that we will use reasonable efforts to confirm that the data used to perform services comply with federal and state laws regarding such information. The data used for EnSpot services is compiled from various providers and may include information from publicly available sources, the accuracy of which cannot be guaranteed.
Therefore, all data used to perform services is provided “as-is” without warranties of any kind. We do not represent or warrant that data is complete, accurate, reliable, current, or error-free, and expressly disclaim any warranty or representation as to the accuracy of the data used. If EnSpot has made a verifiable mistake, we will make every reasonable effort to correct the mistake at no additional charge. EnSpot's entire liability shall be limited to the amount paid to us under the executed agreement between EnSpot and the client.
Client expressly agrees, affirms, and represents that it will fully indemnify and hold EnSpot harmless under the law, from any and all claims that may arise from Client’s use of the voter data, regardless of how obtained. Client is solely responsible for ensuring the correct use and obtention of any voter data, regardless of how obtained, complies with all applicable local, state, federal laws, rules, regulations, and restrictions. EnSpot reserves the right to refuse services to any organization or individual that does not meet this criterion and may request documentation to verify the organization’s authenticity.
Client grants all rights of use and is solely responsible for the content of all advertisements and marketing programs delivered in connection with the Services. Client agrees to comply with all applicable laws in connection with the use and delivery of such content. In no event shall EnSpot be responsible for the use of any content provided by Client, or its Qualified Channel Partners or content otherwise used by Client or its Qualified Channel Partners.
Client shall provide trademark authorizations for EnSpot with certain required content ad networks such as Google, Inc. and others. Client will submit such authorizations as may be required for EnSpot to perform the Services.
If the Services include call tracking, monitoring, and recording services, Client hereby consents to any and all call recording, tracking and monitoring provided by EnSpot (or its agents, employees or affiliates) hereunder. Client acknowledges that it is responsible for notifying and obtaining consent to any call recording, tracking, or monitoring from all of its agents, employees, independent contractors, or other third parties who may be recorded or monitored in connection with the Services. Client agrees to provide and/or obtain all notices, consents and permissions related to call recording, tracking, and monitoring as may be required by applicable laws or regulations. Client is responsible for providing EnSpot timely and accurate information. In the event Client does not provide timely or accurate information to EnSpot, Client shall hold EnSpot harmless for any Services provided which are based on information that is not accurate or not provided to EnSpot in a timely manner.
No Agreement or Amendment that claims to modify, amend, supplement, or waive the terms of this agreement or any of its provisions, including those by custom, usage of trade, or course of dealing, will be binding on the Parties unless made in writing and duly signed by the Parties. We may modify these terms and conditions at our discretion, and you shall receive a written notification prior the modification takes place.
23. Waiver and Severability
The failure of EnSpot to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
24. Entire Agreement
This Agreement constitutes the entire agreement between you and EnSpot and governs your use of the Service, superseding any prior agreements between you and EnSpot with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services from EnSpot.
You agree to defend, indemnify and hold EnSpot, and its affiliates, officers, agents, and employees harmless from any proceeding, suit, claim or demand, including reasonable attorneys’ fees, made by any third party relating to, alleging or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your connection to the Service, your alleged violation of this Agreement, your alleged violation of any rights of another, or your alleged violation of any law (“Indemnifiable Claims”), and to indemnify EnSpot from any damages, awards, attorneys’ fees, and costs awarded against or incurred by EnSpot in connection with any such Indemnifiable Claims.
26. Mutual Warranties
Each Party represents and warrants to the other Party that: (i) it has the power and authority to enter into this Agreement; and (ii) this Agreement is a valid and binding obligation of such Party.
EnSpot represents and warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. For any breach of a warranty set forth in this agreement, Client’s sole and exclusive remedy is termination of this Agreement.
28. Client Services
EnSpot shall have no liability for Client’s business or any Client product or service, or any Client campaigns or advertising (“Client Service”). Client acknowledges and agrees that Client shall review the results of the Services and make changes and add disclaimers directly on the services provided, in each case, as Client deems necessary or appropriate, and that Client, not EnSpot, is an expert with respect to the Client Services. Client shall not use the Services in any manner implying any partnership with, sponsorship by, or endorsement by EnSpot. Client shall not suggest or imply that EnSpot is the author of or otherwise responsible for the views or content of the Client Service. Neither Client nor the Client Services shall disparage EnSpot or the Services. All Client Services shall be offered in compliance with applicable law.
Except as expressly provided herein, (a) EnSpot does not make any warranty of any kind, whether express, implied, statutory, or otherwise, and (b) the services are provided “as is,” exclusive of any warranty whatsoever. EnSpot specifically disclaims all implied warranties, including, without limitation, any implied warranty of title, merchantability, fitness for a particular purpose, non-infringement or error-free or uninterrupted operation, to the maximum extent permitted by applicable law. EnSpot disclaims all liability and indemnification obligations for any third-party materials or third-party vendors, partners, platforms, or hosting providers. EnSpot does not guarantee any vote results generally, and its services should not be used as political or legal advice.
30. Limitation of Liability
Except for client’s gross negligence, willful misconduct, breach of this agreement or indemnity obligations, neither party shall be held liable to the other for indirect, incidental, consequential, special, punitive or exemplary damages or any loss of profit, loss of contracts, loss or damage to reputation and/or goodwill, and loss and corruption of data, arising in any manner from the activities contemplated by this agreement, whether under contract, tort, or other cause of action, even if such party has been advised of the possibility of such damages. In no event shall EnSpot’s total aggregate liability to the client exceed the total fees paid to EnSpot within the prior twelve (12) months under the order form under which the dispute arose.
31. Force Majeure
Except for any Fees due hereunder, neither Party shall not be liable for any delay in performing or failure to perform its obligations hereunder where such delay or failure results from any cause beyond its reasonable control, including, without limitation, cyber-attacks, public health emergencies, pandemics or epidemics, mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters, failure of any telecommunications or transportation or of any third party provider or supplier(e.g., host providers) or labor disputes.
We may give notice to you by email or other reasonable means. You must give notice to EnSpot by email or certified mail (postage pre-paid and return receipt requested) to:
SOURCEit Technologies, Inc. (DBA EnSpot.com)
2206 N main St, Suite 183
Wheaton, Illinois 60187
33. Choice of Law and Forum
This Agreement and the relationship between you and EnSpot shall be governed by the laws of the State of Illinois, USA without regard to its conflict of law provisions. You and EnSpot agree to submit to the personal and exclusive jurisdiction of the courts located in DuPage County, Illinois, USA.