Terms

Introduction

Thanks for using Enlistics’s services, which are branded as “Enlistics” (collectively, the “Services”).

These Terms of Use (“TOU”) contain the terms under which Enlistics and its affiliates provide their Services to you and describe how the Services may be accessed and used.

Enlistics provides a variety of different services. Additional service-specific terms and policies (including rules and guidelines) apply to some Services (“Additional Terms”). Those Additional Terms become a part of your agreement with us if you use those Services. For example, if you use our background check services, the Background Check Terms of Service apply.

You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.

If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.

1. Fees and Payments

1.1. Fees for Services.

You agree to pay to Enlistics any fees for each Service you purchase, in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Enlistics of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

1.2. Subscriptions.

Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating.

1.3. Price Changes.

Enlistics may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Enlistics will provide you with advance notice of any change in fees.

2. Privacy

2.1. Privacy.

In the course of using the Services, you may submit content to Enlistics (including your personal data and the personal data of others) or third parties may submit content to you through the Services (all of the above will be referred to as your “Content”). We know that by giving us your Content, you are trusting us to treat it appropriately. Enlistics’s Privacy Policy, together with any Service-specific privacy notices or statements (collectively, “Enlistics privacy policies”), detail how we treat your Content and we agree to adhere to those Enlistics privacy policies. You in turn agree that Enlistics may use and share your Content in accordance with the Enlistics privacy policies and applicable data protection laws.

2.2. Security.

Enlistics will store and process your Content in a manner consistent with industry security standards. Enlistics has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.

3. User Content

3.1. User Content.

The Services display content provided by others that is not owned by Enlistics. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. Enlistics is not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.

3.2. Content Review.

You acknowledge that, in order to ensure compliance with legal obligations, Enlistics may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Enlistics otherwise has no obligation to monitor or review any content submitted to the Services.

4. Account Management

4.1. Keep Your Password Secure.

If you have been issued an account by Enlistics in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Enlistics, are responsible for any activity occurring in your account (other than activity that Enlistics is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Enlistics immediately. Accounts may not be shared and may only be used by one individual per account.

4.2. Keep Your Details Accurate.

Enlistics occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.

4.3. Remember to Backup.

You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Enlistics will not be liable for any failure to store, or for loss or corruption of, your Content.

4.4. Account Inactivity.

Enlistics may terminate your account and delete any Content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to reactivate your account so that it remains active.

4.5. Customer Success.

Enlistics may assign you a customer success manager (“CSM”). The CSM may review your use of the Services and your Content to help you to more effectively use the Services, including by providing reporting and usage insight.

5. User Requirements

5.1. Legal Status.

If you are an individual, you may only use the Services if you have the power to form a contract with Enlistics. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.

6. Acceptable Uses

6.1. Legal Compliance.

You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.

6.2. Your Responsibilities.

You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:

1. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
2. You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
3. You may not circumvent or attempt to circumvent any limitations that Enlistics imposes on your account.
4. Unless authorized by Enlistics in writing, you may not probe, scan, or test the vulnerability of any Enlistics system or network.
5. Unless authorized by Enlistics in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
6. Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
7. You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
8. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Enlistics will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Enlistics.
9. You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
10. Unless authorized by Enlistics in writing, you may not resell or lease the Services.
11. You may not register accounts by “bots” or other automated methods.

7. Suspension and Termination of Services

7.1. By You.

You can terminate your Subscription at any time through your account management page. Such termination will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Services. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating these Terms for any of the following reasons:

1. We have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing
2. A refund is required by law.
3. We, in our sole discretion, determine a refund is appropriate.

For clarity, we will not grant a refund where you have used our Services, collected applications, and/or downloaded your applications unless the termination is due to our material, uncured breach or a refund is required by law.

7.2. By Enlistics.

Enlistics may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Enlistics may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. Enlistics may suspend performance or terminate your Subscription for any of the following reasons:

1. You have materially breached these Terms and failed to cure that breach within 30 days after Enlistics has so notified you in writing.
2. You cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days
3. You fail to pay fees for 30 days past the due date. Additionally, Enlistics may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you.

Also, if we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where Enlistics may decide that we need to take immediate action without notice. Enlistics will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Enlistics has no obligation to retain your Content upon termination of the applicable Service.

7.3. Further Measures.

If Enlistics stops providing the Services to you because you repeatedly or egregiously breach these Terms, Enlistics may take measures to prevent the further use of the Services by you, including blocking your IP address.

8. Changes and Updates

8.1. Changes to Terms.

Enlistics may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Enlistics website. If an amendment is material, as determined in Enlistics’s sole discretion, Enlistics will notify you by email. Notice of amendments may also be posted to Enlistics’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Enlistics to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.

8.2. Changes to Services.

Enlistics constantly changes and improves the Services. Enlistics may add, alter, or remove functionality from a Service at any time without prior notice. Enlistics may also limit, suspend, or discontinue a Service at its discretion. If Enlistics discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. Enlistics may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.

8.3. Downgrades.

Downgrading your account plan may cause the loss of content, features, functionality, or capacity of your account.

9. Disclaimers and Limitations of Liability

9.1. Disclaimers.

While it is in Enlistics’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND Enlistics DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

9.2. Exclusion of Certain Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, Enlistics, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF Enlistics HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.3. Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF Enlistics, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO Enlistics FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.

9.4. Consumers.

We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.

9.5. Indemnification.

If you are a business, you will indemnify and hold harmless Enlistics and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.

10. Contracting Entity

10.1. Who you are contracting with.

Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Enlistics Corporation.

10.2. Enlistics Corp.

For any Service provided by Enlistics Corp., the following provisions will apply to any terms governing that Service:

Contracting Entity. References to “Enlistics”, “we”, “us”, and “our” are references to Enlistics Corporation or its' parent Credence Corporation, located at 1452 E 53rd St, 2nd Fl, Chicago, IL 60615, USA. Governing Law. Those terms are governed by the laws of the State of Illinois (without regard to its conflict of laws provisions). Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in Cook County, Illinois, and the federal courts located in the Northern District of Illinois with respect to the subject matter of those terms.