Envokey Terms of Service

1. General

These terms and conditions (the “Terms”) apply to all services provided by Envokey, Inc., a Delaware corporation (“Envokey”, “we”, “us”, or “our”), to you.

Envokey is designed for organizational, business, and professional environments. If you are using Envokey as a private consumer, you must notify us before registering.

If you or your company use your own terms and conditions, their applicability is expressly excluded unless Envokey agrees otherwise in writing. These Terms shall prevail.

By signing up for Envokey or using the Envokey credential management service (the “Service”), you agree to be bound by these Terms.

2. Registration

By creating an account on our website or in our application, you enter into a subscription agreement with Envokey for access to the Service.

When registering, you must provide complete and accurate information, including but not limited to:

• Your name
• Your organization's name
• Address
• Phone number
• Email address
• Valid payment details

You must update this information without undue delay in case of any changes.

Accounts created under an organization are owned and controlled by that organization, not by individual users.

3. Use of Service

Envokey grants you a personal, limited, non-exclusive, non-transferable right to access and use the Service during your active subscription.

You may not:

• Use the Service for illegal purposes
• Store or share credentials or other items you do not have permission to use
• Bypass or interfere with security controls
• Reverse engineer or decompile any part of the Service
• Use bots, scrapers, or automated tools without our permission
• Attempt to access data belonging to others
• Create competing services based on Envokey
• Misrepresent your identity or affiliation

We may suspend or terminate access if we reasonably suspect harmful behavior, misuse, or a violation of these Terms.

4. Upgrade Releases

Envokey may, at its sole discretion, provide upgrade releases, which may include routine fixes, performance improvements, or enhancements to existing functionality.

When applicable, we will provide documentation describing:

• Issues resolved
• Enhancements made
• Meaningful operational differences

Envokey alone determines when and whether to implement upgrade releases.

5. Additional Software Releases

Envokey may develop additional releases, including major new features, modules, or products that are not part of your existing subscription.

Unless explicitly agreed in writing, these additional releases:

• Are not included in your subscription, and
• May require a separate fee or agreement

Envokey retains full discretion over such releases.

6. Monitoring of Service

Envokey monitors the Service to ensure it is operational and accessible. If a service interruption occurs, we will work to resolve it and notify affected customers without undue delay when feasible.

This monitoring does not constitute a service-level guarantee unless agreed under a separate SLA.

7. Server Components

Envokey is responsible for the acquisition, installation, configuration, and maintenance of:

• All server-side software
• Configuration files
• Application and database servers
• Related infrastructure required to operate the Service

Envokey may modify or update server components at any time without notice, provided such changes do not materially impair the Service.

8. Subscriptions & Billing

Subscription Plans

Envokey offers:

• Monthly subscriptions (per seat)
• Annual subscriptions (per seat)

All subscriptions are billed in USD.

Seat Counts

You are billed for the number of seats purchased, regardless of usage or activation.

Payment Processing

Standard payments are processed through Stripe. Enterprise customers may receive separate quotes and invoices at Envokey's discretion.

Taxes

All prices are exclusive of taxes, including but not limited to:

• VAT
• Sales tax
• Withholding tax
• Similar taxes

Applicable taxes will be added to your invoice, and you are responsible for their payment.

Invoices & Auto-Billing

Invoices are sent automatically to the account owner or designated billing contact. Stripe automatically bills your saved payment method on your renewal date.

Failed Payments

If payment fails:

• Envokey retries billing daily
• Only the billing contact or account owner is notified
• The account remains accessible, but the Service is frozen except for: billing, data export, data deletion, and payment updates

Non-Payment Retention

If payment is not corrected:

• Data is retained for 60 days
• After 60 days, Envokey may delete all data

Proration

• Adding seats: prorated charges apply
• Removing seats: changes apply at the next renewal

Refunds

Envokey does not offer refunds except where required by law.

Price Changes

We will provide at least 3 months' notice before any price change takes effect.

9. Confidentiality

Each party must keep confidential all non-public information received from the other party that is:

• Marked as confidential, or
• Should reasonably be understood to be confidential

Such information may only be used to fulfill obligations under these Terms and may only be disclosed to employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations.

The confidentiality obligation does not apply to information that:

1. Is publicly available without breach of these Terms
2. Is lawfully received from a third party without confidentiality obligations
3. Was already in the receiving party's possession without restrictions
4. Is independently developed without use of confidential information
5. Must be disclosed pursuant to law or court order

Envokey's operational data, system information, and data derived from the Service constitute valuable trade secrets.

10. Limitation of Liability & No Warranty

Except as expressly agreed, the Service is provided “as is” and “as available.” Envokey makes no warranties, express or implied, including merchantability, fitness for a particular purpose, correctness, non-infringement, or uninterrupted availability.

Envokey is fully liable for willful misconduct and gross negligence.

Envokey is fully liable for slight negligence resulting in damage to life, body, or health.

Envokey is also liable for slight negligence in violating a cardinal duty—a contractual obligation essential to delivering the Service—where you may rely on its fulfillment. In such cases, Envokey's liability is limited to foreseeable and typical damages.

Envokey is only liable for loss of data under the conditions above and only if such loss could not have been prevented by reasonable data security measures on your part.

This limitation does not apply if Envokey has expressly assumed responsibility for data backup.

Envokey is not liable for Force Majeure Events, including but not limited to war, natural disasters, widespread outages, government actions, or other events outside Envokey's reasonable control.

Envokey is not liable for transmission errors or misconfigurations outside Envokey's control.

Where mandatory law applies, Envokey's liability will be interpreted to the minimum extent permitted. Otherwise, Envokey's liability is excluded.

11. Termination & Data Deletion

Envokey may suspend or terminate your account if:

• You violate these Terms
• You fail to pay
• You create a security risk
• You misuse the Service
• Required by law

Non-Payment Termination

• Accounts remain frozen but accessible
• Data retained for 60 days
• Permanent deletion after 60 days if unresolved

Other Termination

If Envokey terminates your account for reasons other than non-payment, your data will be deleted within 7 days.

12. Change of Terms

We may update these Terms if the changes do not materially affect core features or pricing.

You will be notified in text form (including by email). If you do not object in writing within four weeks, the updated Terms take effect.

We will include a reminder of this consequence in the notice.

13. Reference Use

Envokey may use your organization's name and logo as a customer reference on our website or in presentations.

You may object at any time by emailing legal@envokey.com, and we will remove your information.

14. Applicable Law

These Terms and your use of the Service are governed by the laws of the State of New York, excluding conflict-of-law principles.

15. Venue & Arbitration

All disputes shall be resolved by binding arbitration in the State of New York.

• No jury trial
• No small-claims actions
• No class actions or representative proceedings

You waive any right to participate in a class action or class arbitration. Arbitration awards may be enforced in any competent court.

16. Export Compliance

You may not use Envokey in violation of U.S. export laws or by persons or entities subject to U.S. sanctions.

17. Anti-Corruption

You may not use Envokey in violation of anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA).

18. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in full force and effect. The parties will negotiate in good faith to replace the invalid provision with a valid one reflecting its original intent.

19. Miscellaneous

• Envokey may assign these Terms in connection with a merger, acquisition, or sale of the business.
• Your rights may not be assigned without Envokey's written consent.
• Failure to enforce any provision does not waive that provision.
• These Terms, together with our Privacy Policy, form the entire agreement between you and Envokey.

20. Contact

Questions or notices may be sent to:

legal@envokey.com

Envokey, Inc.