This End User License Agreement (“Agreement”) is a legal contract between you (“User,” “You,” or “Your”) and Ensi Inc. (“Ensi”, “Ensi.ai,” “Company,” “We,” or “Us”) regarding the use of our software-as-a-service (SaaS) product Ensi.ai (“Service”). By accessing or using Ensi.ai, You agree to be bound by the terms of this Agreement. If You do not agree to these terms, do not access or use the Service.

1. Grant of License

1.1 License. This Software is licensed, not sold. You may use this Software only as described in this Agreement. Subject to Your compliance with the terms and conditions of this Agreement, Ensi.ai grants You a non-exclusive, non-transferable, revocable license to access and use the Service for Your internal business purposes as an accountant or bookkeeping professional.

1.2 Scope of Use. The Service is licensed, not sold, and is intended solely for automating bookkeeping and accounting tasks. Any use beyond the permitted scope of this Agreement is unauthorized and may result in the immediate termination of Your license.

2. Account Registration

2.1 User Accounts. To access the Service, You must create an account. You may create additional accounts for other Users in Your company. You are responsible for maintaining the confidentiality of all of Your login credentials and for any activity that occurs under any of Your accounts.

2.2 Accuracy of Information. You agree to provide accurate and complete information when registering for the Service and to update such information to keep it accurate and complete.

3. Subscription and Payment

3.1 Subscription Fees. Use of Ensi.ai may require payment of subscription fees as specified on our website or in Your specific agreement. Fees are charged on a recurring basis (monthly or annually), unless canceled by You or terminated by Us.

3.2 Billing and Payment. By providing a payment method, You authorize Us to charge the applicable fees for the subscription plan You have selected. If We cannot process Your payment, We may suspend Your access to the Service.

3.3 Refunds. All fees are non-refundable unless otherwise stated in this Agreement or required by law.

4. User Responsibilities

4.1 Acceptable Use. You agree to use the Service only for lawful purposes and in accordance with this Agreement. You shall not:

• Use the Service for any illegal activity or purpose.
• Distribute, modify, transmit, reuse, repost, or use any part of the Service for public or commercial purposes without the prior written permission of Ensi.ai.
• Attempt to reverse-engineer, decompile, disassemble, or otherwise access the source code of the Service.
• Use automated scripts, bots, or any other automated means to access, scrape, or extract data from the Service.

4.2 Data Protection and Compliance. You are responsible for ensuring that Your use of the Service complies with applicable laws and regulations, including but not limited to data protection and privacy laws.

5. Intellectual Property

5.1 Ownership. All rights, title, and interest in and to the Service, including but not limited to the software, algorithms, content, trademarks, and documentation, are and will remain the exclusive property of Ensi.ai and its licensors.

5.2 Feedback. If You provide any feedback or suggestions regarding the Service, You grant Ensi.ai an unrestricted, perpetual, irrevocable, sublicensable, royalty-free license to use such feedback for any purpose.

5.3 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, We reserve all of Our rights, title, and interest in and to the Services and Content, including all of Our related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

6. Data Usage and Privacy

6.1 Data Ownership. You retain all rights and ownership to the financial data and information You input into the Service (“User Data”). Ensi.ai does not claim ownership of Your User Data.

6.2 Data Use. You grant Ensi.ai the right to use, process, and store User Data solely for the purpose of providing the Service, improving its functionality, and complying with applicable laws.

6.3 Privacy Policy. Use of the Service is subject to Ensi.ai’s Privacy Policy, which is incorporated herein by reference. By using the Service, You consent to the collection, use, and disclosure of Your information as described in the Privacy Policy.

7. Confidentiality

7.1 Definition. “Confidential Information” means all non-public information disclosed by Ensi.ai to You, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

7.2 Obligations. You agree to protect the Confidential Information of Ensi.ai with at least the same degree of care that You use to protect Your own confidential information, but in no event less than a reasonable standard of care.

7.3 Exclusions. Confidential Information does not include information that is (a) publicly known, (b) known to You before disclosure, (c) independently developed without use of or reference to Ensi.ai’s Confidential Information, or (d) required to be disclosed by law.

8. Disclaimer of Warranties

8.1 As Is. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2 No Guarantee. ENSI.AI DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

9. Limitation of Liability

9.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENSI.AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

9.2 Cap on Liability. IN NO EVENT SHALL ENSI.AI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10. Termination

10.1 Termination by You. You may terminate this Agreement by canceling Your subscription and ceasing all use of the Service.

10.2 Termination by Ensi.ai. We may suspend or terminate Your access to the Service at any time for any reason, including but not limited to violations of this Agreement, with or without notice.

10.3 Effect of Termination. Upon termination, all rights granted to You under this Agreement will cease, and You must immediately stop using the Service.

11. Governing Law and Dispute Resolution

11.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

11.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted by the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

12. Miscellaneous

12.1 Entire Agreement. This Agreement, along with the Privacy Policy and any other documents incorporated by reference, constitutes the entire agreement between You and Ensi.ai regarding Your use of the Service.

12.2 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

12.3 Assignment. You may not assign this Agreement without the prior written consent of Ensi.ai. We may freely assign or transfer this Agreement without restriction.

12.4 Amendments. Ensi.ai reserves the right to modify this Agreement at any time by posting the revised Agreement on its website. Your continued use of the Service following any changes constitutes acceptance of the revised Agreement.

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By clicking “Accept” or using the Service, You acknowledge that You have read, understood, and agree to be bound by this Agreement. If You have any questions, please contact us at hello@ensi.ai