For the purposes of this Agreement, the following terms have the meanings set out below:

• “Platform” means the Nevtan Engage software-as-a-service application, including all features, tools, APIs, integrations, and documentation made available by Nevtan.
• “Customer Data” means all data, content, and information submitted by you or your end users through the Platform, including contact lists, messages, campaign assets, and analytics.
• “Authorized Users” means your employees, contractors, and agents who are permitted by you to access the Platform under your account.
• “Subscription” means the service plan selected by you, as described on the Nevtan Engage pricing page or in a separate Order Form.
• “Order Form” means any written or electronic ordering document executed by you and Nevtan specifying the Subscription, fees, and other terms.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

2.1 License Grant

Subject to the terms of this Agreement and timely payment of all applicable fees, Nevtan grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during your Subscription term solely for your internal business purposes.

2.2 Account Registration

You must create an account to access the Platform. You agree to provide accurate, complete, and current information during registration and to keep your account credentials confidential. You are responsible for all activity that occurs under your account, including by your Authorized Users.

2.3 Authorized Users

You may permit your Authorized Users to access the Platform. You are responsible for ensuring that Authorized Users comply with this Agreement. You will promptly notify Nevtan of any unauthorized use of your account.

2.4 Restrictions

You agree not to, and will not permit others to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• Copy, modify, create derivative works of, or sublicense the Platform;
• Sell, resell, rent, lease, or transfer access to the Platform to any third party without Nevtan's prior written consent;
• Use the Platform to send unsolicited commercial messages or to violate any applicable anti-spam law;
• Upload or transmit malicious code, viruses, or any content that infringes the rights of any third party;
• Use the Platform in a manner that could damage, disable, overburden, or impair the Platform or its infrastructure;
• Circumvent any security, rate limiting, or access control measures;
• Use the Platform to engage in any activity that is illegal, fraudulent, deceptive, or harmful.

3.1 Subscription Plans

Access to the Platform is provided on a subscription basis. Details of available plans, including pricing, contact limits, and features, are set out on the Nevtan Engage pricing page or in an Order Form. Nevtan reserves the right to modify plan availability and pricing upon notice.

3.2 Fees and Billing

Subscription fees are billed in advance on a monthly or annual basis, as selected at the time of purchase. All fees are stated in US dollars unless otherwise agreed in an Order Form, and are exclusive of applicable taxes. You authorize Nevtan to charge the payment method on file for all fees due.

3.3 Taxes

You are responsible for all taxes, duties, and levies imposed by any governmental authority in connection with your Subscription, excluding taxes on Nevtan's net income. If Nevtan is required to collect or remit taxes, those amounts will be added to your invoice.

3.4 Late Payment

If any amount is not paid by the due date, Nevtan may suspend your access to the Platform upon notice. Overdue amounts bear interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) from the due date until paid.

3.5 Upgrades and Overages

If your usage exceeds the limits of your Subscription plan, Nevtan may charge overage fees or require you to upgrade to a higher plan. Overage fees, where applicable, are charged at the rates set out in your Order Form or the then-current pricing page.

3.6 Refunds

All fees are non-refundable except as expressly required by applicable law or as set out in a separate written agreement with Nevtan. Unused portions of a Subscription term are not eligible for refund.

4.1 Ownership

As between you and Nevtan, you retain all right, title, and interest in and to your Customer Data. You grant Nevtan a limited, non-exclusive, worldwide license to process, store, and use your Customer Data solely to provide and improve the Platform and as otherwise described in this Agreement.

4.2 Data Processing

Nevtan will process personal data contained in your Customer Data in accordance with its Privacy Policy and, where applicable, a Data Processing Agreement (“DPA”). Where required by applicable privacy law, the parties will execute a DPA prior to any processing of personal data.

4.3 Your Responsibilities

You are solely responsible for:

• Ensuring that you have all necessary consents, rights, and permissions to collect and process the personal data of your contacts through the Platform;
• Compliance with all applicable data protection, privacy, and anti-spam laws;
• The accuracy, quality, and legality of your Customer Data;
• Maintaining an appropriate unsubscribe mechanism in all marketing communications sent through the Platform.

4.4 Security

Nevtan implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. In the event of a security incident affecting your Customer Data, Nevtan will notify you as required by applicable law.

4.5 Data Retention and Deletion

Upon termination or expiry of your Subscription, Nevtan will retain your Customer Data for up to 90 days, after which it may be deleted. You may request deletion of your Customer Data at any time by contacting Nevtan support. Certain data may be retained as required by applicable law or for legitimate business purposes.

5.1 Nevtan IP

Nevtan and its licensors retain all Intellectual Property Rights in and to the Platform, including all software, content, designs, trademarks, and documentation. No rights are granted to you other than the limited license set out in Section 2.1.

5.2 Feedback

If you provide Nevtan with any suggestions, ideas, or feedback regarding the Platform (“Feedback”), you grant Nevtan a royalty-free, worldwide, perpetual, irrevocable license to use, reproduce, modify, and incorporate such Feedback into the Platform or other products without restriction or compensation to you.

5.3 Customer Brand

You grant Nevtan a limited right to use your company name and logo solely for the purpose of identifying you as a customer of Nevtan Engage in marketing and promotional materials, subject to your prior written approval (which may be given via email).

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Each party will use the other's Confidential Information only as necessary to perform its obligations under this Agreement and will protect it using at least the same degree of care used to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without use of the Confidential Information; or (d) is disclosed with the other party's prior written consent.

You agree to use the Platform in compliance with this Agreement, Nevtan's Acceptable Use Policy (available at engage.nevtan.com/legal/aup), and all applicable laws and regulations. Without limiting the foregoing, you will not use the Platform to:

• Send, transmit, or store material that is unlawful, defamatory, obscene, or otherwise objectionable;
• Infringe or misappropriate the Intellectual Property Rights of any third party;
• Engage in phishing, spoofing, or other fraudulent activities;
• Send messages to individuals who have not provided consent in accordance with applicable law;
• Violate any export control or economic sanctions laws.

The Platform may interoperate with or link to third-party services and platforms. Such integrations are provided for your convenience and are subject to the terms and privacy policies of the relevant third parties. Nevtan makes no representations regarding third-party services and is not responsible for their availability, accuracy, or acts or omissions. Your use of third-party services is at your own risk.

9.1 Nevtan Warranties

Nevtan warrants that: (a) it has the right to enter into this Agreement; (b) the Platform will perform materially in accordance with its documentation under normal use conditions; and (c) Nevtan will implement commercially reasonable security measures to protect Customer Data.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.1, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. NEVTAN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEVTAN DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED. EMAIL AND MESSAGE DELIVERABILITY RATES ARE NOT GUARANTEED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• NEVTAN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO NEVTAN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise. Some jurisdictions do not allow certain exclusions or limitations; in such cases, the above limitations apply to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Nevtan and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform in breach of this Agreement; (b) your Customer Data, including any claim that it infringes the rights of a third party or violates applicable law; (c) your violation of any applicable anti-spam, data protection, or privacy law; or (d) the acts or omissions of your Authorized Users.

12.1 Term

This Agreement commences on the date you first access the Platform and continues for the duration of your Subscription, unless earlier terminated in accordance with this Section.

12.2 Termination for Convenience

Either party may terminate this Agreement or any Subscription by providing written notice at least 30 days prior to the end of the then-current billing period. Monthly Subscriptions may be cancelled at any time with effect at the end of the current billing month.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 15 days after written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to insolvency proceedings not dismissed within 60 days.

12.4 Effect of Termination

Upon expiry or termination: (a) all licenses granted under this Agreement immediately terminate; (b) you will cease using the Platform; (c) each party will return or destroy the other's Confidential Information; and (d) you will remain liable for all fees accrued prior to termination. Sections 1, 4.5, 5, 6, 9.2, 10, 11, 12.4, 13, and 14 survive termination.

This Agreement is governed by the laws applicable to Nevtan Inc. as a globally operating entity, without regard to conflict of law principles. Before initiating formal proceedings, the parties agree to attempt good-faith negotiation for at least 30 days. Either party may seek interim or injunctive relief from a court of competent jurisdiction at any time without first completing this process. Nothing in this Agreement limits a consumer's rights under the mandatory laws of their own jurisdiction.

14.1 Entire Agreement

This Agreement (together with any Order Form and schedules incorporated by reference) constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior and contemporaneous agreements, representations, and understandings.

14.2 Amendments

Nevtan may update this Agreement from time to time. Nevtan will provide at least 30 days' notice of material changes by email or in-platform notification. Your continued use of the Platform after the effective date of any update constitutes acceptance of the revised terms. If you do not agree to the revised terms, you may terminate your Subscription in accordance with Section 12.2.

14.3 Assignment

You may not assign this Agreement or any of your rights or obligations hereunder without Nevtan's prior written consent. Nevtan may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

14.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

14.5 Waiver

No waiver of any provision of this Agreement will be effective unless in writing. No failure or delay by either party in exercising any right will operate as a waiver of that right.

14.6 Force Majeure

Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, government action, or internet service disruption, provided the affected party notifies the other promptly and uses reasonable efforts to resume performance.

14.7 Notices

All notices under this Agreement must be in writing and sent to legal@nevtan.com. Nevtan may provide notices to you via the email address associated with your account or through in-platform notifications.

14.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.

Legal Team
Email: legal@nevtan.com