envvoyBETA·FREE FOR NOW

Terms of Service

Operated by Ent Laboratories LLC · Version 4

Effective Date: [Insert Date] · Last Updated: [Insert Date]

These Terms of Service (the “Terms”) govern your access to and use of the Envvoy website at envvoy.com (and any subdomains), the Envvoy marketing, publishing, hosting, and discovery-enablement services, and any related products, features, content, or applications (collectively, the “Service”), all operated by Ent Laboratories LLC, a [Insert State] limited liability company (“Envvoy,” “we,” “us,” or “our”).

By accessing or using the Service, by submitting an Agent Listing, or by clicking any button indicating acceptance of these Terms, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service.

PLEASE READ THESE TERMS CAREFULLY. SECTION 17 CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND A WAIVER OF YOUR RIGHT TO TRIAL BY JURY. SECTION 13 CONTAINS DISCLAIMERS OF WARRANTY (INCLUDING AI-SPECIFIC AND FINANCIAL-SERVICES DISCLAIMERS), SECTION 14 CONTAINS A LIMITATION OF LIABILITY, AND SECTION 15 CONTAINS AN INDEMNIFICATION OBLIGATION.

1. Definitions

“Agent” means an AI agent, software agent, automated tool, model, or similar technology developed, owned, or controlled by a Developer.

“Agent Listing” means any promotional content, profile, page, listing, description, link, image, video, metadata, or other material relating to an Agent that a Developer submits to or causes to be displayed on the Service.

“Developer” means any individual or entity that creates an account, submits an Agent Listing, or otherwise uses the Service to promote one or more Agents.

“Visitor” means any person who accesses or browses the Service without submitting an Agent Listing.

“User” means any Developer or Visitor and includes “you” as used throughout these Terms.

“Public Listing Content” means Content that you publish, or authorize us to publish, in connection with promoting your Agent. Public Listing Content includes Agent Listings, public profile information you choose to display, public Persona elements, public engagement signals, and the Derivative Marketing Materials we create from any of the foregoing.

“Private Account Data” means information that runs the Service for you and is not part of any public-facing publication. Private Account Data includes authentication credentials, account contact information, payment and billing information, support communications, unpublished drafts, internal account configuration, and identity-tied technical data (such as IP addresses and device identifiers when linked to an identified account).

“Content” means any text, images, video, audio, code, links, data, metadata, or other material made available on or through the Service, whether submitted by Users or generated, derived, modified, or compiled by us, including all Agent Listings, all Public Listing Content, and all Derivative Marketing Materials.

“Derivative Marketing Materials” means any promotional, marketing, or distribution assets that we create, generate, derive, or compile from Public Listing Content, including SEO landing pages, social media posts, advertising creatives, search snippets, AI-generated summaries or descriptions, screenshots, thumbnails, excerpts, embeddings, syndicated copies, newsletter inclusions, and similar materials.

“Persona” means any name, identity, title, likeness, image, photograph, voice, biographical data, professional credentials, signature, or other indicia of identity associated with a Developer or contained in an Agent Listing. References to “public Persona elements” mean Persona components you have chosen to display in Public Listing Content.

2. Nature of the Service

Envvoy is a marketing, publishing, hosting, and discovery-enablement infrastructure for AI agents and related software. The Service allows Developers to create, publish, host, and distribute promotional materials about their Agents and provides associated tooling that may improve the discoverability of those materials. Envvoy is not a marketplace, broker, app store, directory of record, ratings agency, review site, certification body, security auditor, trust authority, or reputation oracle.

No verification or evaluation. Envvoy does not evaluate, verify, certify, rank (other than through automated, operational discovery features as described below), audit, test, review, monitor, endorse, or independently validate Agents, Developers, or Agent Listings. Envvoy makes no determinations regarding the quality, safety, security, accuracy, performance, legality, or trustworthiness of any Agent or Agent Listing.

Search, ranking, and recommendation are operational. The Service may include search, ranking, recommendation, classification, and discovery features. These features are automated and operational in nature; their output reflects relevance, freshness, and behavioral signals and does not constitute an endorsement, evaluation, certification, or merit-based judgment by Envvoy.

No implied endorsement. Publication or hosting of promotional materials through the Service, and any visibility, ordering, formatting, or placement of those materials, does not imply approval, sponsorship, endorsement, verification, trustworthiness, safety, legality, quality, or any merit-based judgment by Envvoy. Any decision to use, integrate with, fund, transact with, or otherwise rely on an Agent rests solely with the end user.

No pre-screening. Envvoy does not pre-screen, review, edit, or verify Content before it appears on the Service, and is not obligated to do so. Envvoy reserves the right (but undertakes no obligation) to refuse, edit, reformat, remove, suspend, or disable access to any Content at any time, with or without notice, in its sole discretion. Envvoy operates as a hosting provider and publication intermediary; the underlying claims, statements, and representations within Agent Listings are provided by Developers as the information content providers.

3. Eligibility and Accounts

To use the Service as a Developer, you must be at least 18 years of age (or the age of majority in your jurisdiction, if higher) and capable of forming a binding contract. The Service is not intended for and may not be used by children under 16, and we do not knowingly collect personal information from anyone under 16. If we learn we have collected such information, we will delete it. If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity to these Terms, in which case “you” refers to both you and that entity.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us promptly of any unauthorized use. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

Sanctions and prohibited persons. You represent and warrant that you (and, if you are using the Service on behalf of an entity, that entity, its directors, officers, and beneficial owners): (a) are not located in, organized under the laws of, or ordinarily resident in any country or region that is the subject of comprehensive U.S. sanctions (including, as of the Effective Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) are not identified on any U.S. Department of the Treasury Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List or any equivalent restricted-persons list maintained by the U.S. or other applicable government; and (c) will not use the Service in violation of any U.S. or other applicable economic sanctions or export control laws, including the Export Administration Regulations. We may screen accounts and transactions against sanctions lists, may suspend or terminate your access immediately, without notice, if we have reasonable grounds to believe these representations are inaccurate or have ceased to be accurate.

We may refuse, suspend, or terminate any account at our sole discretion, with or without notice, for any reason or no reason, including where we believe an account is associated with prohibited conduct, fraudulent activity, scams, impersonation, malware, sanctions exposure, financial risk, regulatory inquiries, takedown requests, or material breach of these Terms.

4. Developer Submissions and Agent Listings

4.1 Developer Representations and Warranties

By submitting an Agent Listing or any other Content to the Service, you represent and warrant that:

  • You own or have all rights, licenses, consents, and permissions necessary to submit the Content and to grant the licenses set forth in these Terms;
  • The Content is original to you, in the public domain, or used by you with the express consents, permissions, or licenses necessary from the original owner(s);
  • The Content does not and will not infringe, misappropriate, or violate the intellectual property, publicity, privacy, contractual, or other rights of any third party;
  • The Content is accurate, not misleading, not deceptive, and complies with all applicable laws, regulations, and industry guidelines, including those governing advertising, consumer protection, securities, financial promotion, export control, sanctions, and data protection;
  • The Agent itself, as actually provided to end users, complies with all applicable laws and does not, in normal use, cause harm, infringe third-party rights, generate illegal output, or perform unauthorized actions;
  • You have all rights necessary to operate the Agent in the manner described in the Agent Listing, including any rights necessary to use any underlying models, datasets, APIs, or third-party services;
  • You will not submit through the Service any Protected Health Information (PHI), Social Security numbers or government-issued IDs (except where we specifically request them for tax or compliance purposes), full payment-card or banking-credential numbers (except as collected by our payment processor), biometric identifiers, genetic information, information about children under 16, or other categories of sensitive personal information unless we have agreed in writing to receive such information.

4.2 License Grant for Public Listing Content

You grant Envvoy a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, cache, index, reproduce, display, perform, distribute, transmit, modify, adapt, translate, create derivative works of, and otherwise use Public Listing Content, in any format, medium, or technology now known or later developed, in connection with: (a) operating, providing, and maintaining the Service; (b) the businesses of Envvoy and its affiliates, including marketing, advertising, syndication, and promotional activities; (c) creating and distributing Derivative Marketing Materials as described in Section 4.6; and (d) the AI, machine learning, and analytics activities described in Section 4.5. This license continues for so long as the Public Listing Content remains on the Service and, with respect to backups, archived copies, AI-system training data, embeddings, and references in our records, perpetually.

4.3 Limited License for Private Account Data

You grant Envvoy a worldwide, non-exclusive, royalty-free, fully paid-up license to host, store, transmit, and process Private Account Data solely as necessary to: (a) operate, secure, and maintain the Service; (b) authenticate you and manage your account; (c) process payments and fulfill transactions; (d) provide customer support and communicate with you; (e) detect, prevent, and address fraud, abuse, security incidents, and sanctions violations; and (f) comply with legal obligations and enforce our agreements.

We do not use Private Account Data to train, fine-tune, or evaluate machine-learning models for AI features that affect other Users, to generate Derivative Marketing Materials, or to create derivative datasets for licensing to third parties. Limited use of operational and security data for fraud detection, anti-abuse models, and product reliability is treated as part of operating and securing the Service rather than as model training, and where practical we use aggregated or de-identified data for these purposes.

4.4 License Grant for Persona

By including public Persona elements in your Public Listing Content, you grant Envvoy (and represent and warrant that you have authority to grant) a worldwide, non-exclusive, royalty-free, sublicensable, and transferable right and license to use those public Persona elements for purposes of operating, marketing, syndicating, and promoting the Service and your Agent Listing, including, without limitation, displaying public profiles, featuring Agent Listings in promotional materials, generating Derivative Marketing Materials, training and operating the AI systems that produce Derivative Marketing Materials, and including Agent Listings on the websites and in the communications of our distribution and marketing partners.

You retain all rights in your Persona not specifically granted above. Envvoy will not: (i) perform facial recognition, biometric identification, or voiceprint extraction on Persona elements; (ii) build or use models intended to identify individuals across services or across the open internet using your Persona; (iii) license raw Persona to data brokers or to third parties for their independent identity, surveillance, or matching products; or (iv) use Persona elements that you have not chosen to make public for any of the purposes described in this Section 4.4.

4.5 AI, Machine Learning, and Analytics Rights

In addition to the licenses granted in Sections 4.2 and 4.4, you grant Envvoy a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, transferable, and perpetual right and license to use Public Listing Content, including associated metadata and the Derivative Marketing Materials we create from it, to:

  • Train, develop, fine-tune, evaluate, and improve machine-learning models, AI systems, embeddings, classifiers, recommendation systems, and search systems operated by Envvoy or its service providers;
  • Generate vector embeddings, derivative datasets, training corpora, and synthetic data based on Public Listing Content;
  • Conduct analytics, research, benchmarking, performance measurement, and product development;
  • Develop, operate, and commercialize new features, products, services, and machine-learning capabilities, whether or not related to the Service as currently offered;
  • License embeddings, derivative datasets, aggregated analytics, and other derivative works to third parties, provided that any derivatives we license to third parties will be aggregated, de-identified, or anonymized such that they do not directly identify any specific individual, except where you have separately and expressly consented to identifiable licensing as part of a paid plan or written agreement.

The rights in this Section 4.5 do not extend to Private Account Data. Envvoy will not: (i) use account credentials or authentication information to train any model, and will not sell or license account credentials or authentication information for any purpose; (ii) train models on private support communications, unpublished drafts, or other Private Account Data; or (iii) license Persona elements that you have not chosen to make public.

Envvoy reserves the right to introduce optional opt-outs from one or more uses described in this Section 4.5 for specified plan tiers (for example, future enterprise plans) or specified jurisdictions; the absence of an opt-out at any given time does not limit the rights granted above.

4.6 Derivative Marketing Materials

You acknowledge and agree that, in performing the Service, Envvoy may create, generate, derive, modify, and distribute Derivative Marketing Materials based on or incorporating Public Listing Content, including, without limitation:

  • Search-engine-optimized landing pages, microsites, and indexable web pages featuring your Agent Listing;
  • Social media posts, threads, and creatives promoting your Agent Listing on platforms operated by Envvoy or its partners;
  • Advertising creatives, display ads, and sponsored content promoting your Agent Listing;
  • AI-generated or AI-assisted summaries, descriptions, taglines, headlines, comparisons, and explanatory text derived from Public Listing Content;
  • Screenshots, thumbnails, excerpts, image crops, and visual derivatives;
  • Search snippets, meta descriptions, structured data markup, and other metadata extractions;
  • Newsletter inclusions, email digests, and curated communications;
  • Embeddings, vector representations, and other machine-readable derivatives;
  • Syndicated copies of your Agent Listing distributed through partner sites, networks, and channels.

Derivative Marketing Materials are owned by Envvoy as between Envvoy and you, subject to your underlying ownership of the source Public Listing Content. You acknowledge that Derivative Marketing Materials may be modified, edited, recombined, or formatted by Envvoy in its sole discretion, and may differ in wording, framing, or presentation from your original submission.

No guaranteed discovery outcomes.Envvoy makes no representation, warranty, or guarantee regarding any specific outcome of its marketing or distribution activities, including any specific level of search engine ranking, indexing, visibility, traffic, impressions, clicks, conversions, engagement, audience reach, or discoverability. SEO, social, and distribution outcomes depend on factors outside Envvoy’s control, including third-party platform algorithms and policies.

4.7 Editorial and Operational Rights

You acknowledge and agree that Envvoy may, in its sole discretion and without prior notice or compensation:

  • Edit, reformat, restructure, translate, abridge, or rewrite Public Listing Content for SEO, accessibility, technical, presentation, or platform-fit purposes;
  • Generate AI-assisted summaries, taglines, descriptions, comparisons, or explanatory text;
  • Optimize, augment, or normalize metadata, tags, categories, and structured data;
  • Create thumbnails, image crops, excerpts, and visual derivatives;
  • Syndicate, embed, or distribute Public Listing Content and Derivative Marketing Materials through partner sites, networks, and channels;
  • Modify the layout, styling, ordering, grouping, or presentation of Public Listing Content;
  • Suspend, remove, or disable access to any Content for any reason or no reason.

4.8 Service Availability and Operational Discretion

You acknowledge that the Service is provided on a best-efforts basis without any service level commitment unless expressly agreed in a separate written agreement signed by Envvoy. Envvoy reserves the right, at any time and in its sole discretion, to: (a) modify, suspend, discontinue, or impose limits on any feature, page, listing, API, integration, analytics, or distribution channel; (b) impose, modify, or remove storage, bandwidth, query, traffic, or rate limits; (c) deploy anti-bot, anti-abuse, throttling, fingerprinting, or access-control measures; (d) migrate or modify URL structures, content hosting, or syndication arrangements; and (e) discontinue support for any third-party platform, integration, or distribution channel. We are not liable to you or any third party for any modification, suspension, discontinuance, or limitation of the Service or any feature thereof.

4.9 Feedback

If you provide feedback, suggestions, or ideas about the Service (“Feedback”), you grant Envvoy a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, modify, and exploit such Feedback for any purpose, without compensation or attribution.

5. Acceptable Use

You agree not to, and not to permit or assist any third party to:

  • Submit, promote, or link to any Agent that is designed for or primarily used to engage in unlawful activity, including fraud, theft, market manipulation, unauthorized access to computer systems, money laundering, sanctions evasion, harassment, child sexual abuse material, non-consensual intimate imagery, weapons development, or terrorism;
  • Submit Content that is false, misleading, deceptive, or that misrepresents the capabilities, ownership, security, performance, audit status, or affiliations of an Agent;
  • Submit Content that infringes any patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other right of any third party;
  • Submit any sensitive personal information that is prohibited under Section 4.1 (PHI, government IDs, biometric data, etc.);
  • Use the Service to send unsolicited communications, spam, malware, viruses, worms, or any code intended to disrupt, damage, or gain unauthorized access to any system;
  • Crawl, scrape, harvest, mirror, replicate, bulk-extract, or copy Content or any portion of the Service through automated means, except through interfaces and at rates we expressly authorize;
  • Attempt to circumvent any access, rate, or security control, including by masking your IP address, using a proxy or VPN to evade blocking, or rotating accounts after access has been suspended;
  • Reverse engineer, decompile, or attempt to derive the source code of any portion of the Service, except to the extent such restriction is prohibited by applicable law;
  • Impersonate any person or entity, misrepresent your affiliation, or use the Service to impersonate Envvoy or any of its employees or agents;
  • Use the Service in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use of the Service;
  • Violate any applicable U.S. or international export control, sanctions, anti-money-laundering, or anti-corruption laws.

6. Fees and Paid Features

Certain features of the Service may require payment of fees, which will be described at the point of purchase. Unless expressly stated otherwise: (a) all fees are quoted in U.S. dollars; (b) fees are non-refundable, except as required by applicable law or as expressly provided by us in writing; (c) we may change fees and the structure of paid features at any time, effective for billing periods that begin after notice is given; and (d) you are responsible for all applicable taxes, except taxes on our net income.

If you fail to pay any amount when due, we may suspend or terminate your access to paid features, remove your Agent Listings, and pursue collection by any means permitted by law.

7. Third-Party Agents, Links, and Content

The Service displays information, links, and promotional materials about Agents and other products and services owned, operated, or developed by third parties (collectively, “Third-Party Materials”). Envvoy does not control Third-Party Materials and does not endorse, guarantee, or assume responsibility for them.

Your interactions with any Developer, Agent, or third party through or in connection with the Service — including any decision to download, install, license, integrate with, fund, transact with, or rely upon an Agent — are solely between you and that third party. You should make whatever investigation you deem necessary or appropriate before proceeding.

We are not a party to any transaction or dispute between Users or between any User and any third party, and we have no obligation to mediate or resolve any such dispute.

Release.If you have a dispute with one or more other Users or with any third party arising in connection with the Service, you release Envvoy, its affiliates, and their respective officers, directors, employees, agents, and successors from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

8. Intellectual Property

8.1 Our Materials

The Service, including its software, design, layout, trademarks, logos, all original content created by Envvoy, and all Derivative Marketing Materials, embeddings, and machine-learning models or outputs developed by Envvoy, is owned by Ent Laboratories LLC or its licensors and is protected by United States and international intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purposes.

“Envvoy,” the Envvoy logo, and related marks are trademarks of Ent Laboratories LLC. You may not use these marks without our prior written consent.

8.2 DMCA / Copyright Complaints

We respect intellectual property rights and respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). See our DMCA & Copyright Policy for full notice and counter-notice procedures, designated agent details, and how we handle AI-generated and AI-assisted content.

9. Privacy

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our collection and use of information as described in the Privacy Policy.

10. International Users

The Service is hosted and operated in the United States. We make no representation that the Service or its Content is appropriate or available for use in locations outside the United States. Users who choose to access the Service from outside the United States do so on their own initiative and are responsible for compliance with applicable local laws, including data-protection, consumer-protection, advertising, sanctions, and securities laws.

11. Beta and Pre-Release Features

From time to time we may make available beta, preview, evaluation, or other pre-release features (“Beta Features”). Beta Features are provided “as is” and “as available,” may contain bugs, errors, or other defects, and may be modified, suspended, or discontinued at any time without notice. Your use of any Beta Feature is at your sole risk.

12. AI-Specific Risk Disclosure

The Service relates to and promotes AI agents and similar autonomous or semi-autonomous software. You expressly acknowledge and agree that:

  • AI systems are probabilistic and non-deterministic; their outputs may be inaccurate, incomplete, biased, fabricated (“hallucinated”), inconsistent across runs, offensive, or otherwise unsuitable for any particular purpose;
  • AI agents may take autonomous actions, including actions with real-world, financial, or irreversible consequences, and may behave in ways the Developer, Envvoy, or you did not anticipate;
  • Underlying foundation models, APIs, and third-party services that an Agent depends on may change, be deprecated, become unavailable, or alter their behavior at any time without notice;
  • Agents may malfunction, be exploited, generate output that infringes third-party rights, generate output that is unlawful in your jurisdiction, or be used by third parties for purposes other than those described by their Developer;
  • Envvoy does not monitor, audit, test, supervise, or constrain the runtime behavior of any Agent;
  • You assume all risk arising from your use of, integration with, funding of, transaction with, or reliance on any Agent.

AI-generated content on the Service.Some Content displayed through the Service — including Derivative Marketing Materials and AI-generated summaries, descriptions, comparisons, or taglines — may be generated, in whole or in part, by AI systems operated by Envvoy or its service providers. Such Content is provided for promotional and informational purposes only and may contain inaccuracies. You should not rely on AI-generated descriptions of any Agent in lieu of the Developer’s own documentation or your own due diligence.

13. Disclaimers of Warranty

THE SERVICE, INCLUDING ALL CONTENT, AGENT LISTINGS, DERIVATIVE MARKETING MATERIALS, AI-GENERATED CONTENT, AND ANY THIRD-PARTY MATERIALS, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ENT LABORATORIES LLC, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ENVVOY DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE; (D) ANY AGENT LISTED OR PROMOTED ON THE SERVICE IS SAFE, SECURE, ACCURATE, FIT FOR ANY PURPOSE, NON-INFRINGING, OR OPERATED IN COMPLIANCE WITH LAW; (E) ANY DERIVATIVE MARKETING MATERIALS OR AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR FREE FROM ERRORS; (F) ANY SPECIFIC LEVEL OF DISCOVERABILITY, RANKING, INDEXING, VISIBILITY, TRAFFIC, IMPRESSIONS, CLICKS, CONVERSIONS, OR ENGAGEMENT WILL RESULT FROM USE OF THE SERVICE; OR (G) DEFECTS IN THE SERVICE WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT ENVVOY IS A MARKETING AND DISCOVERY-ENABLEMENT INFRASTRUCTURE, NOT A RATINGS, REVIEW, AUDIT, CERTIFICATION, OR TRUST AUTHORITY, AND THAT ENVVOY HAS NO OBLIGATION TO INVESTIGATE, EVALUATE, OR VERIFY ANY AGENT, DEVELOPER, OR AGENT LISTING. ANY DECISION TO USE OR RELY ON AN AGENT IS MADE AT YOUR OWN RISK.

13.1 No Financial, Legal, Tax, or Other Professional Advice

Envvoy is not a broker-dealer, investment adviser, exchange, alternative trading system, financial institution, money services business, money transmitter, fiduciary, custodian, or financial intermediary. Nothing on or available through the Service constitutes investment, legal, tax, accounting, cybersecurity, regulatory, or financial advice, or a recommendation, solicitation, or offer to buy, sell, hold, stake, lend, borrow, or trade any security, commodity, digital asset, token, or financial instrument. Information about Agents that perform financial, trading, DeFi, lending, or related functions is provided by Developers as promotional content; you are solely responsible for your decision to use, fund, or rely on any such Agent and for compliance with all applicable laws governing your activities.

13.2 Jurisdictional Carve-Outs

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ENT LABORATORIES LLC, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, THE “ENVVOY PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OPPORTUNITY; OR FOR ANY DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE; ANY AGENT, AGENT LISTING, DERIVATIVE MARKETING MATERIALS, AI-GENERATED CONTENT, OR THIRD-PARTY MATERIALS; ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR DATA; ANY OUTCOMES OR LACK OF OUTCOMES FROM ENVVOY’S MARKETING OR DISTRIBUTION ACTIVITIES; OR ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR THROUGH THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE) AND EVEN IF ANY ENVVOY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE ENVVOY PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO ENVVOY FOR THE SERVICE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

You acknowledge and agree that the foregoing disclaimers and limitations are essential elements of the basis of the bargain between you and Envvoy, and that Envvoy would not be able to provide the Service on an economically reasonable basis without them.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the liability of the Envvoy Parties is limited to the maximum extent permitted by law. If you are a New Jersey resident, the foregoing disclaimers and limitations are intended to be only as broad as is permitted under New Jersey law; if any portion is held invalid under New Jersey law, the invalidity of that portion will not affect the validity of the remaining portions.

15. Indemnification

You agree to defend, indemnify, and hold harmless the Envvoy Parties from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your use of or access to the Service; (b) any Content you submit, including any Agent Listing; (c) any Agent operated, distributed, or promoted by you, including any harm caused to or by such Agent; (d) your violation of these Terms or any law, regulation, or third-party right; or (e) any dispute between you and any third party arising in connection with the Service.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense. You may not settle any claim subject to indemnification without our prior written consent.

16. Termination

These Terms remain in effect for as long as you access or use the Service. You may terminate these Terms at any time by ceasing all use of the Service and, if you have an account, deleting that account.

We may suspend or terminate your access to the Service, remove any Content, or terminate these Terms, at any time and for any reason or no reason, with or without notice. Without limiting the foregoing, we may take such action immediately if we believe in good faith that you have breached these Terms; that your continued use of the Service poses a risk to Envvoy, its Users, or any third party; or that suspension or termination is appropriate in connection with scams, impersonation, malware, sanctions exposure, financial risk, regulatory inquiries, takedown requests, or other compliance concerns.

Sections that by their nature should survive termination will survive, including Sections 4.2 (Public Listing Content License), 4.4 (Persona License), 4.5 (AI/ML Rights), 4.6 (Derivative Marketing Materials), 4.9 (Feedback), 7 (Third-Party Agents and Release), 8 (Intellectual Property), 12 (AI-Specific Risk Disclosure), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Termination), 17 (Dispute Resolution), and 18 (General).

17. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH ENVVOY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. THIS SECTION ALSO WAIVES YOUR RIGHT TO TRIAL BY JURY AND YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

17.1 Governing Law

These Terms and any dispute arising out of or relating to them or the Service will be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict-of-laws principles. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of Section 17.3 (Binding Arbitration). The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Notice of Dispute and Informal Resolution

Before initiating arbitration or any court action, the party intending to seek relief must first send the other a written Notice of Dispute (“Notice”) describing (a) the nature and basis of the claim or dispute and (b) the specific relief sought. A Notice to Envvoy must be sent by certified U.S. mail to: Ent Laboratories LLC, [Insert Mailing Address], with a courtesy copy by email to legal@envvoy.com. A Notice to you will be sent to the email address associated with your account or, if no account exists, by reasonable means. If the dispute is not resolved within sixty (60) days after the Notice is received, either party may proceed as set forth below.

17.3 Binding Arbitration

Subject to Sections 17.4 and 17.5, you and Envvoy each agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and Envvoy (each, a “Dispute”) will be resolved exclusively through final and binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, if the value in controversy exceeds the threshold for streamlined arbitration under those rules, under JAMS’ Comprehensive Arbitration Rules and Procedures), in each case as in effect on the date the arbitration is commenced and as modified by these Terms. The JAMS rules are available at www.jamsadr.com.

The arbitration will be conducted by a single neutral arbitrator with substantial experience in commercial contract and intellectual property disputes. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all issues relating to the scope, interpretation, applicability, enforceability, and formation of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable, except that the court (and not the arbitrator) will decide whether Section 17.4 (Class Action and Jury Trial Waiver) is enforceable.

The arbitration will be conducted in the English language. Unless the parties agree otherwise, any in-person hearing will take place in Charleston County, South Carolina, provided that the arbitrator may, at the request of either party and consistent with the applicable JAMS rules, conduct the arbitration by telephone, videoconference, or on the basis of written submissions. The arbitrator’s award will be in writing, will state the essential findings and conclusions on which the award is based, and may be entered as a judgment in any court of competent jurisdiction.

Each party will bear its own attorneys’ fees and costs except as otherwise required by applicable law or awarded by the arbitrator under applicable law. Filing, administration, and arbitrator fees will be governed by the applicable JAMS rules, except that Envvoy will pay any portion of such fees that the arbitrator determines would be prohibitive to you in comparison to the costs of litigation, and any portion of such fees that exceeds the equivalent court filing fees you would have paid had the Dispute been brought in court.

17.4 Class Action and Jury Trial Waiver

YOU AND ENVVOY EACH AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND ENVVOY EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE.

If a court of competent jurisdiction finds the prohibition on class, collective, or representative proceedings in this Section 17.4 to be unenforceable with respect to any Dispute or any portion of a Dispute, then that Dispute (or the unenforceable portion) will be severed from arbitration and brought in the courts identified in Section 17.6, and the remainder of this Section 17 will continue to apply.

17.5 Carve-Outs

Notwithstanding Section 17.3, either party may: (a) bring an individual action in small claims court if the action qualifies and remains in such court; (b) seek injunctive, equitable, or other temporary, preliminary, or interim relief in a court of competent jurisdiction to protect its intellectual property, trade secrets, confidential information, or to enforce confidentiality, sanctions, or acceptable-use obligations, pending the outcome of arbitration; and (c) bring claims for infringement of intellectual property rights in a court of competent jurisdiction.

17.6 Court Venue (Fallback)

For any Dispute or portion of a Dispute that is not subject to arbitration under Sections 17.3, 17.4, or 17.5, the parties consent to exclusive personal jurisdiction and venue in the state or federal courts located in Charleston County, South Carolina, and waive any objection based on inconvenient forum.

17.7 Time Limitation

Any Dispute arising out of or relating to these Terms or the Service must be commenced (whether in arbitration or in court, as applicable) within one (1) year after the cause of action arose; otherwise, the Dispute is permanently barred.

17.8 Confidentiality of Arbitration

Except as required by applicable law or to enforce or challenge an arbitration award, the parties agree that the existence, content, and result of any arbitration under this Section 17 will be kept confidential.

18. General

18.1 Changes to These Terms

We may modify these Terms at any time by posting the revised Terms on the Service and updating the “Last Updated” date. Material changes will be communicated by reasonable means, such as email or in-Service notice. Your continued use of the Service after the effective date of any revision constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

18.2 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference, constitute the entire agreement between you and Envvoy regarding the Service and supersede all prior or contemporaneous understandings.

18.3 Severability and Waiver

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of that provision.

18.4 Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent, and any purported assignment in violation of this provision is void. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

18.5 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Envvoy. You are not authorized to bind Envvoy in any respect whatsoever.

18.6 Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or third-party service disruptions.

18.7 Notices

Notices to Envvoy must be sent to: Ent Laboratories LLC, [Insert Mailing Address], with a copy to legal@envvoy.com. Notices to you may be sent to the email address associated with your account or, where no account exists, by posting on the Service.

18.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

18.9 Contact

If you have questions about these Terms, please contact us at legal@envvoy.com.

© Ent Laboratories LLC. All rights reserved.