These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you (individually or on behalf of an entity, "you," "your," or "User") and Emformance, Inc. ("Emformance," "we," "us," or "our") concerning your access to and use of the Emformance platform and services (collectively, the "Services").
By clicking "I agree," completing the registration process, or accessing or using the services, you acknowledge that you have read, understood, and agree to be bound by these terms.
If you do not agree to these Terms, you may not access or use the Services.
These terms contain an arbitration agreement (section 17) and class action waiver that affect your rights. please read them carefully.
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:
Human Resources (HR):
Employee onboarding and offboarding
Employee records and document management
Performance reviews and feedback
Benefits administration
Time-off requests and approvals
Payroll Processing:
Automated payroll calculations
Direct deposit and payment processing
Tax withholding and reporting
Pay stub generation and distribution
Payroll history and reporting
Accounting and Financial Management:
Invoice creation and management
Expense tracking and reimbursement
Financial reporting and analytics
Bank account connectivity (via Plaid)
Payment processing (via Stripe)
Project and Task Management:
Project planning and tracking
Task assignment and collaboration
Time tracking and timesheets
File sharing and document management
Team communication tools
Change Management:
Organizational change workflows
Approval processes and routing
Change impact analysis
Audit trails and compliance tracking
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:
Starter Plan:
Basic HR and project management features for small teams
Professional Plan:
Full HR, payroll, and accounting features for growing organizations
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:
Monthly subscriptions:
No refunds for partial months
Annual subscriptions:
Pro-rated refunds available within 30 days of initial purchase only
Renewals:
No refunds for renewal payments
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 support@emformance.com 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: security@emformance.com
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:
User Management:
Invite, add, remove, and manage user accounts within your organization
Assign roles and permissions to users
Monitor user activity and enforce compliance with these Terms
Ensure users understand and comply with your organization's policies
Data Management:
Determine what data is uploaded to and stored in the Services
Ensure accuracy and legality of all data entered into the Services
Maintain appropriate backups of critical data
Control access to sensitive employee and financial information
Compliance:
Ensure your use of the Services complies with all applicable employment laws, tax regulations, and data protection requirements
Obtain necessary consents from employees for data processing
Maintain appropriate records as required by law (payroll records, tax filings, etc.)
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
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.
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:
Merchantability:
We do not warrant that the services are suitable for any particular purpose
Fitness for a particular purpose:
We do not warrant that the services will meet your specific requirements
Non-infringement:
We do not warrant that the services do not infringe third-party rights
Accuracy:
We do not warrant that information provided through the services is accurate or complete
Reliability:
We do not warrant uninterrupted, timely, or error-free operation
Security:
We do not warrant that the services are free from viruses or other harmful components
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"
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 support@emformance.com.
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 legal@emformance.com. 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.
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.
