Terms of Service

1. ELIGIBILITY AND ACCOUNT REGISTRATION

1.1 Eligibility Requirements

To use the Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction

• Have the legal capacity to enter into binding contracts

• If representing an organization, have the authority to bind that organization to these Terms

• Not be prohibited from using the Services under applicable laws

• Not have been previously banned or suspended from using the Services

1.2 Account Registration

To access the Services, you must create an account by providing:

• Accurate and complete registration information

• Your organization's legal name and business information

• Valid email address and contact information

• Payment method details for paid subscription plans

You agree to:

• Provide truthful, accurate, current, and complete information

• Maintain and promptly update your account information

• Keep your login credentials confidential and secure

• Notify us immediately of any unauthorized access or security breach

• Be responsible for all activities that occur under your account

1.3 Account Verification

We reserve the right to:

• Verify your identity and organization information

• Request additional documentation to confirm eligibility

• Suspend or terminate accounts that fail verification

• Reject or cancel registrations at our sole discretion

2. SERVICES DESCRIPTION

2.1 Platform Overview

Emformance provides a cloud-based enterprise resource planning (ERP) platform that enables organizations to manage:

2.2 Service Availability

The Services are provided on an "as available" basis. We strive to maintain 99.5% uptime but do not guarantee uninterrupted or error-free access. Scheduled maintenance and updates may temporarily affect availability.

2.3 Service Modifications

We reserve the right to:

• Modify, update, or discontinue features or functionality

• Add new features or services at any time

• Remove or deprecate features with reasonable notice (typically 30 days)

• Change system requirements or technical specifications

3. SUBSCRIPTION PLANS AND FEES

3.1 Subscription Tiers

Emformance offers multiple subscription plans with varying features and user limits:

3.2 Billing Cycle

Subscriptions are billed on a monthly or annual basis, as selected during registration:

• Monthly:

  Billed on the same day each month

• Annual:

  Billed in full at the beginning of each year, with discounted pricing

3.3 Fees and Charges

You agree to pay:

• Subscription Fees:

  Based on your selected plan and billing cycle

• Per-User Fees:

  Additional charges for users exceeding your plan limits

• Transaction Fees:

  For certain payment processing transactions (disclosed before use)

• Overage Fees:

  For usage exceeding plan allocations (storage, API calls, etc.)

• Add-On Features:

  Optional premium features or modules

All fees are stated in U.S. Dollars (USD) unless otherwise specified.

3.4 Price Changes

We reserve the right to change subscription prices with at least 30 days' advance notice. Price changes will take effect at the start of your next billing cycle. If you do not accept the new pricing, you may cancel your subscription before the new pricing takes effect.

3.5 Taxes

Subscription fees do not include applicable taxes (sales tax, VAT, GST, etc.). You are responsible for paying all applicable taxes associated with your use of the Services. We will add taxes to your invoice when required by law.

4. PAYMENT TERMS

4.1 Payment Methods

We accept payment via

• Credit cards (Visa, Mastercard, American Express, Discover)

• Debit cards

• ACH bank transfers (for annual plans and enterprise customers)

• Wire transfers (for enterprise customers)

All payments are processed securely through our payment processor, Stripe.

4.2 Automatic Renewal and Billing

By subscribing to the services, you authorize us to automatically charge your payment method:

• At the beginning of each billing cycle (monthly or annually)

• For any applicable overage fees, transaction fees, or add-on features

• Upon renewal of your subscription until you cancel

4.3 Failed Payments

If your payment fails:

• We will attempt to charge your payment method up to 3 times over 7 days

• You will receive email notifications of failed payment attempts

• Your account may be suspended if payment is not received within 7 days

• You remain responsible for all fees during any suspension period

• Your account may be terminated if payment is not received within 30 days

4.4 Refund Policy

Subscription Fees:

Add-On Features and Transaction Fees:

• Generally non-refundable

• Refunds may be granted at our sole discretion for technical errors or billing mistakes

Enterprise Plans:

• Refund terms are governed by your Enterprise Agreement

To request a refund, contact [email protected] with your account details and reason for the request.

4.5 Free Trials

We may offer free trial periods for new users:

• Trial duration and terms are specified at registration

• Trials automatically convert to paid subscriptions unless canceled before trial expiration

• You must provide valid payment information to start a trial

• One trial per organization; duplicate trial accounts will be terminated

• We reserve the right to modify or discontinue trial offers at any time

5. USER ACCOUNTS AND RESPONSIBILITIES

5.1 Account Security

You are responsible for:

• Maintaining the confidentiality of your username, password, and account credentials

• All activities that occur under your account, whether or not authorized by you

• Using strong, unique passwords and enabling multi-factor authentication (MFA) when available

• Immediately notifying us of any unauthorized use or security breach: [email protected]

5.2 Prohibited Account Activities

You may not:

• Share your account credentials with others

• Create multiple accounts for the same organization (except as permitted by your plan)

• Allow others to use your account

• Sell, transfer, or sublicense your account to third parties

• Use automated tools (bots, scripts) to create accounts or access the Services

• Circumvent usage limits, access controls, or technical restrictions

5.3 User Conduct

You agree to use the Services in compliance with:

• All applicable local, state, national, and international laws and regulations

• These Terms and any additional policies we publish

• Professional and ethical standards appropriate for workplace software

• Respect for other users' rights and privacy

6. ORGANIZATION ADMINISTRATOR RESPONSIBILITIES

6.1 Administrator Authority and Obligations

If you are an Organization Administrator, you have authority and responsibility to:

6.2 Employee Consent and Authorization

As Organization Administrator, you represent and warrant that:

• You have obtained all necessary consents from employees to process their personal data through the Services

• You are authorized to provide employee information (SSNs, bank account details, health information, etc.) to Emformance

• You have informed employees of their rights under applicable privacy laws

• You comply with all employment and labor laws in your jurisdiction

6.3 Payroll Processing Authorization

By using the payroll features, you authorize Emformance to:

• Calculate payroll based on data you provide

• Initiate direct deposit payments to employee bank accounts

• Withhold and remit taxes as you direct (you remain responsible for accuracy)

• Generate and distribute pay stubs and tax forms

You acknowledge that:

• You are solely responsible for ensuring payroll calculations are accurate and compliant with applicable laws

• Emformance is a tool that facilitates payroll processing but does not provide legal, tax, or accounting advice

• You should consult with qualified professionals (accountants, tax advisors, employment lawyers) to ensure compliance

• Errors in payroll processing may result from inaccurate data you provide

7. USER-GENERATED CONTENT AND DATA

7.1 Your Content

"Your Content" means all data, information, documents, files, and materials you upload, submit, or otherwise make available through the Services, including:

• Employee records and personal information

• Financial data and accounting records

• Project files, documents, and communications

• Time tracking and timesheet data

• Any other content you create or input

7.2 Ownership of Your Content

You retain all ownership rights to Your Content. You do not transfer ownership of Your Content to Emformance.

7.3 License to Emformance

By submitting Your Content to the Services, you grant Emformance a limited, non-exclusive, worldwide, royalty-free license to:

• Store, process, and transmit Your Content as necessary to provide the Services

• Back up Your Content for disaster recovery and business continuity

• Use aggregated, anonymized data derived from Your Content for analytics and service improvement

• Display Your Content to users within your organization based on permissions you set

This license terminates when you delete Your Content or terminate your account, except for:

• Content that has been shared with other users (which remains accessible to them)

• Backups retained for disaster recovery (deleted within 90 days)

• Aggregated, anonymized data (which cannot be attributed to you)

7.4 Your Responsibilities for Your Content

You represent and warrant that:

• You own or have the necessary rights to use and license your content

• Your content does not violate any laws, regulations, or third-party rights

• Your content does not contain viruses, malware, or harmful code

• Your Content is accurate and not misleading

• You have obtained all necessary consents to process personal data in Your Content

You are solely responsible for:

• The accuracy, quality, and legality of Your Content

• The means by which you acquired Your Content

• Backing up Your Content (we provide backup services but recommend maintaining your own backups)

• Compliance with data protection laws (GDPR, CCPA, etc.) regarding Your Content

7.5 Prohibited Content

You may not upload or submit content that:

• Infringes any intellectual property rights or proprietary rights

• Contains sensitive personal information beyond what is necessary for the Services (e.g., full credit card numbers, medical diagnoses)

• Is illegal, harmful, threatening, abusive, harassing, defamatory, or discriminatory

• Contains malware, viruses, or malicious code

• Violates export control laws or sanctions

• Promotes illegal activities or violence

We reserve the right to remove or disable access to any content that violates these terms.

7.6 Data Deletion and Portability

You may:

• Delete Your Content at any time through the Services interface

• Request a complete export of Your Content in standard formats (CSV, JSON, PDF)

• Request deletion of Your Content upon account termination

Deleted content is removed from active systems within 30 days and from backups within 90 days.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Emformance Intellectual Property

The Services and all content, features, functionality, software, code, designs, graphics, logos, and trademarks (collectively, "Emformance IP") are owned by Emformance and protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not:

• Copy, modify, distribute, sell, or lease any part of the Services or Emformance IP

• Reverse engineer, decompile, or attempt to extract source code from the Services

• Remove, alter, or obscure any copyright, trademark, or proprietary notices

• Use Emformance trademarks or logos without prior written consent

8.2 Limited License to Use the Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services for your internal business purposes

• Download and use any mobile applications we provide

• Use the Services in accordance with the documentation we provide

This license does not permit you to:

• Resell or sublicense the Services to third parties

• Use the Services for the benefit of competitors

• Use the Services in any way that violates these Terms

8.3 Feedback and Suggestions

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant Emformance a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without any obligation to compensate you.

9. PROHIBITED USES AND CONDUCT

9.1 General Prohibitions

You may not use the Services to:

Illegal Activities:

• Violate any applicable laws, regulations, or ordinances

• Engage in or facilitate fraud, money laundering, or other financial crimes

• Violate export control laws or economic sanctions

• Facilitate employment discrimination or harassment

• Evade taxes or violate payroll tax regulations

Harmful Activities:

• Transmit viruses, malware, or other malicious code

• Attempt to gain unauthorized access to the Services or other users' accounts

• Interfere with or disrupt the integrity or performance of the Services

• Conduct security vulnerability testing without prior written authorization

• Launch denial-of-service (DoS) attacks or similar attacks

Unauthorized Use:

• Access or use the Services through unauthorized third-party applications or tools

• Scrape, crawl, or harvest data from the Services using automated means

• Bypass or circumvent any technological measures intended to control access

• Access parts of the Services you are not authorized to access

• Impersonate another user or organization

Abuse:

• Upload excessive amounts of data to intentionally degrade performance

• Create fake or duplicate accounts

• Spam other users with unsolicited communications

• Use the Services in a manner that violates the rights of others

9.2 Employment Law Compliance

When using the HR and payroll features, you must comply with all applicable:

• Employment and labor laws

• Wage and hour regulations

• Anti-discrimination laws

• Occupational safety and health regulations

• Data protection and privacy laws

• Tax withholding and reporting requirements

You may not use the Services to:

• Discriminate against employees based on protected characteristics

• Violate employees' privacy rights

• Retaliate against employees for protected activities

• Misclassify employees as independent contractors

• Fail to pay minimum wage or overtime as required by law

9.3 Consequences of Violations

If you violate these prohibited use provisions, we may:

• Suspend or terminate your account immediately

• Remove or disable access to violating content

• Report violations to law enforcement authorities

• Pursue legal action to enforce these Terms

• Retain your payment without refund

10. THIRD-PARTY SERVICES AND INTEGRATIONS

10.1 Third-Party Services

The Services integrate with and rely on third-party services, including

Plaid (Bank Connectivity):

• Enables secure connection to bank accounts for payroll direct deposit

• Plaid's terms and privacy policy apply: https://plaid.com/legal/

Stripe (Payment Processing):

• Processes credit card payments and subscription billing

• Stripe's terms and privacy policy apply: https://stripe.com/legal

Amazon Web Services (Cloud Infrastructure):

• Provides hosting, storage, and computing infrastructure

• AWS terms apply: https://aws.amazon.com/service-terms/

10.2 No Endorsement or Warranty

We do not endorse, warrant, or assume responsibility for any third-party services. Your use of third-party services is at your own risk and subject to their terms and conditions.

We are not liable for:

• Failures, errors, or interruptions in third-party

• Changes to third-party services that affect functionality

• Security breaches or data loss caused by third-party services

• Fees charged by third-party services

10.3 Changes to Integrations

We may:

• Add or remove third-party integrations at any time

• Change integration features or functionality

• Discontinue integrations with reasonable notice

11. DATA PROCESSING AND PRIVACY

11.1 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, available at: https://emformance.com/privacy

By using the Services, you consent to the practices described in the Privacy Policy.

11.2 Data Processing Agreement (DPA)

For organizations subject to GDPR or similar data protection laws, we offer a Data Processing Agreement (DPA) that governs our role as a data processor.

To request a DPA, contact: [email protected]

11.3 Data Location

Your data is primarily stored in the United States on servers provided by Amazon Web Services (AWS). By using the Services, you consent to the transfer and storage of your data in the United States.

For users in the EU/EEA, we rely on Standard Contractual Clauses (SCCs) approved by the European Commission for data transfers.

11.4 Data Security

We implement reasonable technical and organizational security measures to protect your data, as described in our Information Security Policy (available upon request).

However, no security system is impenetrable. We cannot guarantee absolute security of your data. You use the Services at your own risk.

11.5 Your Data Protection Obligations

If you process personal data using the Services, you must:

• Comply with all applicable data protection laws (GDPR, CCPA, etc.)

• Obtain necessary consents from data subjects (employees, customers, etc.)

• Provide required privacy notices

• Respond to data subject requests (access, deletion, etc.)

• Report data breaches to appropriate authorities as required by law

12. SERVICE AVAILABILITY AND MODIFICATIONS

12.1 Uptime and Availability

We strive to maintain high availability but do not guarantee that the Services will be:

• Available at all times without interruption

• Error-free or free from bugs or defects

• Compatible with all devices, browsers, or operating systems

• Secure from all potential security threats

12.2 Maintenance and Downtime

We may perform scheduled maintenance that temporarily affects availability:

• Scheduled maintenance will be communicated at least 24 hours in advance when possible

• Emergency maintenance may be performed without notice

• We will make reasonable efforts to minimize downtime

12.3 Service Modifications

We reserve the right to:

• Modify, update, or discontinue features or functionality

• Change system requirements or technical specifications

• Improve or enhance the Services based on user feedback and technological advances

Material changes that significantly reduce functionality will be communicated with at least 30 days' notice.

12.4 Beta Features

We may offer experimental or beta features ("Beta Features") that are:

• Clearly marked as beta, experimental, or preview

• Provided "as is" without warranties

• Subject to change or discontinuation without notice

• May contain bugs or not function as intended

You use Beta Features at your own risk.

13. DISCLAIMERS AND WARRANTIES

13.1 No Warranties

The services are provided 'As is' And 'As available' Without warranties of any kind, whether express or implied.

To the fullest extent permitted by law, emformance disclaims all warranties, including:

13.2 No Professional Advice

The services are not a substitute for professional advice.

Emformance does not provide:

• Legal advice (consult an employment lawyer)

• Tax advice (consult a tax professional or CPA)

• Accounting advice (consult a certified accountant)

• Financial advice (consult a financial advisor)

• HR consulting (consult an HR professional)

You are solely responsible for:

• Ensuring compliance with employment laws, tax regulations, and accounting standards

• Verifying the accuracy of payroll calculations and tax withholdings

• Filing required tax returns and regulatory reports

• Making sound business and financial decisions

13.3 Third-Party Content

We do not control or endorse third-party content accessible through the Services and disclaim all liability for such content.

13.4 Your Jurisdiction

Some jurisdictions do not allow disclaimers of implied warranties. If these laws apply to you, some or all of the above disclaimers may not apply, and you may have additional rights.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Damages

To the fullest extent permitted by law, emformance and its officers, directors, employees, agents, and affiliates shall not be liable for:

Indirect damages:

• Indirect, incidental, special, consequential, or punitive damages

• Loss of profits, revenue, or business opportunities

• Loss of data or information

• Loss of goodwill or reputation

• Cost of substitute services

• Business interruption

Arising from:

• Your use or inability to use the Services

• Unauthorized access to or alteration of your data

• Third-party conduct or content on the Services

• Errors, mistakes, or inaccuracies in the Services

• Personal injury or property damage resulting from your access to or use of the Services

• Bugs, viruses, or other harmful code transmitted through the Services

• Any other matter relating to the Services

Regardless of:

• The form of action (contract, tort, negligence, strict liability, or otherwise)

• Whether we have been advised of the possibility of such damages

• Whether such damages were reasonably foreseeable

14.2 Cap on Liability

To the fullest extent permitted by law, emformance's total liability to you for all claims arising from or relating to the services shall not exceed the greater of:

Emformance does not provide:

• The total amount you paid to Emformance in the 12 months preceding the claim, or

• One hundred dollars ($100)

14.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. If these laws apply to you, some or all of the above limitations may not apply, and you may have additional rights.

The limitations in this section do not apply to:

• Liability for death or personal injury caused by our gross negligence or willful misconduct

• Liability for fraud or fraudulent misrepresentation

• Any other liability that cannot be excluded or limited under applicable law

14.4 Basis of the Bargain

You acknowledge that the disclaimers and limitations of liability in Sections 13 and 14 are fundamental elements of the agreement between you and Emformance. We would not be able to provide the Services on an economically reasonable basis without these limitations

15. INDEMNIFICATION

15.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless Emformance and its officers, directors, employees, agents, affiliates, and service providers (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to:

Your Use of the Services:

• Your violation of these Terms

• Your violation of any law, regulation, or third-party rights

• Your Content, including any claim that Your Content infringes intellectual property rights or violates privacy rights

• Your negligence or willful misconduct

Your Employment Practices:

• Employment discrimination, harassment, or retaliation claims

• Wage and hour violations or payroll errors

• Wrongful termination or other employment-related claims

• Violations of employee privacy or data protection rights

• Failure to comply with employment laws or tax regulations

Third-Party Claims:

• Claims by your employees, contractors, or customers arising from your use of the Services

• Claims by regulatory authorities arising from your violations of law

• Claims by third parties for damages caused by your actions or omissions

15.2 Defense and Settlement

Emformance reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense and not settle any matter without our prior written consent.

16. TERMINATION AND SUSPENSION

16.1 Termination by You

You may terminate your subscription and close your account at any time by:

• Navigating to account settings and selecting "Close Account"

• Contacting [email protected]

Upon termination:

• Your access to the Services will end at the end of your current billing period (no refunds for partial periods)

• You may export Your Content before termination

• Your Content will be deleted within 30 days unless you request earlier deletion

• You remain responsible for all fees incurred up to the termination date

16.2 Termination by Emformance

We may terminate or suspend your account immediately, without prior notice, if:

• You violate these Terms or any applicable policies

• Your payment method fails and you do not update it within 30 days

• We believe your account has been compromised or poses a security risk

• You engage in fraudulent or illegal activities

• Your use of the Services negatively impacts other users or the system

• We are required to do so by law or court order

16.3 Effect of Termination

Upon termination for any reason:

• Your license to use the Services immediately terminates

• You must cease all use of the Services

• You remain liable for all fees and charges incurred prior to termination

• Provisions that by their nature should survive termination will survive (Sections 7.2, 8, 14, 15, 17, 18, and 19)

16.4 Data Retention After Termination

After termination:

• 30-Day Grace Period:

  Your content is retained for 30 days in case you wish to reactivate your account

• Backup Retention:

  Backups containing your data are retained for up to 90 days for disaster recovery

• Legal Retention:

  We may retain certain data as required by law (financial records, audit logs)

• Anonymized Data:

  We may retain aggregated, anonymized data that cannot be attributed to you

16.5 Reactivation

If you wish to reactivate your account within 30 days of termination, contact [email protected].

Reactivation is subject to:

• Payment of any outstanding fees

• Acceptance of current Terms (if they have changed)

• Our approval (we may decline reactivation if your account was terminated for violations)

17. DISPUTE RESOLUTION AND ARBITRATION

17.1 Informal Dispute Resolution

Before filing a claim, you agree to try to resolve the dispute informally by contacting us at [email protected]. We will attempt to resolve the dispute through good-faith negotiations.

If we cannot resolve the dispute within 60 days, either party may proceed with formal dispute resolution.

17.2 Binding Arbitration

You and Emformance agree that any dispute arising out of or relating to these terms or the services will be resolved through binding arbitration, rather than in court, except as provided in section 17.5.

Arbitration Rules:

• Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and

• The arbitration will be conducted by a single arbitrator

• The arbitration will take place in Delaware unless both parties agree otherwise

• The arbitrator's decision will be final and

• Judgment on the arbitration award may be entered in any court with jurisdiction

Arbitration Fees:

• Each party will be responsible for their own attorneys' fees and costs, unless the arbitrator awards fees to the prevailing

• If you cannot afford arbitration fees, we will pay them on your behalf upon request

• If the arbitrator finds the claim was frivolous, you may be required to reimburse our fees

17.3 Class Action Waiver

You and Emformance agree that each party may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

This means:

• No class arbitrations or class actions

• No consolidation of multiple users' claims

• No representative actions or private attorney general actions

If this class action waiver is found to be unenforceable, the entire arbitration agreement in Section 17.2 shall be deemed null and void.

17.4 Time Limit for Claims

Any claim must be filed within one (1) year after the cause of action arises, or it will be permanently barred.

17.5 Exceptions to Arbitration

The following disputes are exempt from arbitration and may be brought in court:

• Claims for injunctive or equitable relief to enforce intellectual property rights

• Small claims court actions (if the claim qualifies)

• Claims that cannot be arbitrated under applicable law

17.6 Opt-Out Right

You have the right to opt out of this arbitration agreement within 30 days of first accepting these Terms.

To opt out, send written notice to:

• Emformance, Inc.

• Attn: Legal Department - Arbitration Opt-Out

• 4012 Williamsburg Court Fairfax, VA 22032

• Email: [email protected]

Include your name, email address, and organization name. If you opt out, all other terms still apply, but disputes will be resolved in court under Section 18.

18. GOVERNING LAW AND JURISDICTION

18.1 Governing Law

These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

18.2 Jurisdiction and Venue

If Section 17 (Arbitration) does not apply (because you opted out or an exception applies):

• You agree to submit to the exclusive jurisdiction of the state and federal courts located in Delaware, USA.

• You waive any objection to venue or inconvenient forum

18.3 International Users

If you are accessing the Services from outside the United States:

• You do so at your own risk and are responsible for compliance with local laws

• These Terms are enforceable in your jurisdiction to the maximum extent permitted by law

• You consent to the transfer and processing of your data in the United States

19. GENERAL PROVISIONS

19.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements you have entered into with Emformance (such as an Enterprise Agreement), constitute the entire agreement between you and Emformance regarding the Services and supersede all prior agreements and understandings.

19.2 Amendments to Terms

We may modify these Terms at any time by:

• Posting the updated Terms on our website with a new "Last Updated" date

• Sending email notification of material changes at least 30 days before they take effect

• Displaying an in-app notification when you next log in

Your continued use of the Services after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services and terminate your account.

19.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it in the future.

19.4 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

19.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

We may assign or transfer our rights and obligations under these terms:

• To an affiliate or subsidiary

• In connection with a merger, acquisition, or sale of

• By operation of law

19.6 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including:

• Natural disasters (earthquakes, floods,

• Acts of war, terrorism, or civil unrest

• Government actions or regulations

• Internet or telecommunications failures

• Labor strikes or disputes

• Pandemics or public health

• Third-party service failures

19.7 Export Compliance

You may not use the Services if you are:

• Located in a country embargoed by the United States

• Listed on any U.S. government list of prohibited or restricted parties

• Otherwise prohibited from receiving the Services under applicable export control laws

You agree to comply with all applicable export and import laws and regulations.

19.8 U.S. Government Rights

The Services are "commercial computer software" and "commercial computer software documentation" as defined in Federal Acquisition Regulation (FAR) 12.212 and Defense Federal Acquisition Regulation Supplement (DFARS) 227.7202. If you are a U.S. government entity, you acquire the Services with only those rights set forth in these Terms.

19.9 No Agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Emformance. Neither party has the authority to bind the other or incur obligations on the other's behalf.

19.10 Notice Requirements

Notices to You:

We may provide notices to you via:

• Email to the address associated with your account

• In-app notifications

• Posting on our website

You are responsible for keeping your email address current.

Notices to Emformance:

All legal notices to Emformance must be sent to:

• Emformance, Inc.

• Attn: Legal Department

• 4012 Williamsburg Court Fairfax, VA 22032

• Email: [email protected]

Notices are effective upon receipt.

19.12 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

19.13 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights except as expressly stated herein (e.g., indemnified parties in Section 15).

19.14 Survival

The following sections survive termination of these Terms: 1.2 (Account Registration - liability), 7.2 (Ownership of Your Content), 7.4-7.5 (Your Content responsibilities), 8 (Intellectual Property Rights), 9 (Prohibited Uses - ongoing obligations), 11 (Data Processing - ongoing obligations), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 17 (Dispute Resolution), 18 (Governing Law), and 19 (General Provisions).

20. CONTACT INFORMATION

20.1 General Inquiries

For questions about these Terms or the Services, contact us at:

General Support:

• Email: [email protected]

• Phone: +1 469-843-0206

• Website: https://emformance.com

Sales and Subscriptions:

• Email: [email protected]

Privacy Inquiries:

• Email: [email protected]

Security Issues:

• Email: [email protected]

Legal Notices:

• Email: [email protected]

• Mail: 4012 Williamsburg Court Fairfax, VA 22032

20.2 Office Hours

Support is available:

• Monday - Friday:

  8:00 AM - 6:00 PM EST

• Saturday:

  9:00 AM - 2:00 PM EST

• Sunday:

  Closed (emergency support via email)

Enterprise customers may have access to 24/7 support as specified in their Enterprise Agreement.