Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Teneo BV, a company registered in Belgium ("Engagor," "we," "us," or "our"), governing your access to and use of the Engagor email intelligence platform and related services (collectively, the "Service").

By accessing or using the Service, creating an account, or clicking to accept these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

Engagor is a business-to-business ("B2B") email intelligence platform that provides:

• Email deliverability analytics and monitoring
• Engagement intelligence and reporting
• Autonomous AI-powered email monitoring and insights
• Integration with email service providers (ESPs) and email platforms
• Data visualization and dashboard capabilities
• API access for programmatic integration

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with reasonable notice to active subscribers where practicable.

3. User Accounts

3.1 Account Registration

To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to maintain its accuracy.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Use strong, unique passwords for your account
• Enable multi-factor authentication where available
• Immediately notify us of any unauthorized access or security breach
• Not share your account credentials with unauthorized third parties

3.3 Account Types

Enterprise accounts may designate administrators who can manage users, permissions, and settings within their organization. Administrators are responsible for ensuring that all users within their organization comply with these Terms.

4. Use of Service

4.1 Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes in accordance with your subscription plan.

4.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of applicable laws
• Transmit malware, viruses, or other harmful code through the Service
• Attempt to gain unauthorized access to any part of the Service or its systems
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, or disassemble any aspect of the Service
• Use the Service to send unsolicited or unauthorized communications (spam)
• Resell, sublicense, or redistribute the Service without written authorization
• Use automated systems to extract data from the Service beyond API allowances
• Circumvent any access controls, rate limits, or usage restrictions

4.3 Data Processing

You acknowledge that the Service processes email metadata and analytics data. You represent and warrant that you have all necessary rights and consents to provide such data to us and to authorize us to process it in accordance with our Privacy Policy.

5. Intellectual Property Rights

5.1 Our Intellectual Property

The Service, including all software, algorithms, user interfaces, designs, documentation, and content provided by Engagor, is protected by copyright, trademark, patent, and other intellectual property laws. All rights, title, and interest in the Service remain with Engagor or our licensors.

5.2 Trademarks

"Engagor," our logo, and other marks used in connection with the Service are trademarks of Teneo BV. You may not use these trademarks without our prior written consent.

5.3 Customer Data

You retain all rights to the data you upload or transmit through the Service ("Customer Data"). You grant us a limited license to process Customer Data solely to provide and improve the Service.

5.4 Feedback

If you provide feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, worldwide, royalty-free license to use such feedback for any purpose without obligation to you.

6. Payment and Billing

6.1 Fees

Access to certain features of the Service requires payment of fees as specified in your subscription agreement or order form. All fees are quoted in the currency specified and are exclusive of applicable taxes unless otherwise stated.

6.2 Payment Terms

Fees are due in accordance with your billing cycle (monthly or annually). We may suspend or terminate your access to the Service for non-payment after providing reasonable notice.

6.3 Refunds

Unless otherwise specified in your subscription agreement, fees are non-refundable. We may, at our sole discretion, provide refunds or credits in specific circumstances.

7. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SERVICE
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE RESULTS OBTAINED FROM USING THE SERVICE

Email deliverability and engagement metrics are influenced by numerous factors beyond our control, including recipient email servers, spam filters, and user behavior. We do not guarantee specific deliverability rates or engagement outcomes.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

8.1 Exclusion of Consequential Damages

IN NO EVENT SHALL ENGAGOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

8.2 Cap on Liability

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED EUROS (EUR 100).

8.3 Basis of the Bargain

The limitations of liability set forth in this section reflect the allocation of risk between the parties and are an essential element of the basis of the bargain between us.

9. Indemnification

You agree to indemnify, defend, and hold harmless Engagor and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service in violation of these Terms
• Your violation of any applicable law or regulation
• Your Customer Data or your use thereof
• Any claim that your Customer Data infringes third-party rights

10. Termination

10.1 Termination by You

You may terminate your account at any time by following the cancellation procedures in the Service or by contacting our support team. Termination does not entitle you to a refund of any pre-paid fees unless otherwise specified.

10.2 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice, if:

• You breach any provision of these Terms
• You fail to pay fees when due
• We are required to do so by law
• We cease offering the Service in your jurisdiction

10.3 Effect of Termination

Upon termination, your right to access the Service immediately ceases. We may delete your account data after a reasonable retention period. Provisions of these Terms that by their nature should survive termination shall survive, including intellectual property rights, disclaimers, limitations of liability, and governing law.

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of law principles.

11.2 Jurisdiction

Any disputes arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of Brussels, Belgium. You consent to the personal jurisdiction of such courts.

11.3 Dispute Resolution

Before initiating any legal proceeding, you agree to first contact us at legal@engagor.ai to attempt to resolve the dispute informally. We will endeavor to respond within thirty (30) business days.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any applicable subscription agreement and our Privacy Policy, constitute the entire agreement between you and Engagor regarding the Service and supersede all prior agreements and understandings.

12.2 Amendments

We may modify these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website or by email. Your continued use of the Service after such notice constitutes acceptance of the modified Terms.

12.3 Severability

If any provision of these Terms is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, or sale of assets.

12.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

13. Contact Information

If you have any questions about these Terms of Service, please contact us: