Essent Master Services Agreement
These terms ("Terms”) cover the use of the Essent products, websites, and services listed here (the "Services”). Many of these products previously had separate terms that were called different names and these Terms replace those separate terms. You accept these Terms by creating an Essent account, through your use of the Services, or by continuing to use the Services after being notified of a change to these Terms.
Your Privacy
1. Your Privacy. Your privacy is important to us. Please read the Essent Privacy Statement (the "Privacy Statement") as it describes the types of data we collect from you and your devices ("Data") and how we use your Data. The Privacy Statement also describes how Essent uses your content, which is your communications with others; postings or feedback submitted by you to Essent via the Services; and the files, photos, documents, audio, digital works, and videos that you upload, store or share through the Services ("Your Content"). By using the Services or agreeing to these Terms, you consent to Essent collection, use, and disclosure of Your Content and Data as described in the Privacy Statement.
Intellectual Property
2. Essent has the rights to all intellectual property associated with Services, including development or Service enhancements suggested or purchased by you — including but not limited to patent, semiconductor chip protection, software, documentation, copyright, trade secret, trademark, or similar laws throughout the world — unless otherwise stated.
Development
a. Essent may create, change, or enhance Services, collectively called "Work Products”. Work Products are based upon Intellectual Property of Essent. As a result, all Work Products are the property of Essent, licensed to you for the duration of your use. Any intellectual property developed by Essent is owned by Essent and Essent has the right to exploit any relevant copyright interest and grant licenses thereto without obligation to you. Any inventions, discoveries, or improvements created by either party (alone or together) are owned by Essent.
Your Content
b. Your Content. Many of our Services allow you to store or share Your Content or receive material from others. You authorize us and our Services to access your content to assist you. We don’t claim ownership of Your Content. Your Content remains Your Content and you are responsible for it.
b.i. When you share Your Content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, transmit, display Your Content without compensating you. If you do not want others to have that ability, do not use the Services to share Your Content. You represent and warrant that for the duration of these Terms, you have (and will have) all the rights necessary for Your Content that is uploaded, stored, or shared on or through the Services and that the collection, use, and retention of Your Content will not violate any law or rights of others. Essent cannot be held responsible for Your Content or the material others upload, store, or share using the Services.
b.ii. To the extent necessary to provide the Services to you and others, to protect you and the Services, and to improve Essent products and services, you grant to Essent a worldwide and royalty-free intellectual property license to use Your Content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools used for Your Content on the Services. If you publish Your Content in areas of the Service where it is available broadly online without restrictions, Your Content may appear in demonstrations or materials that promote the Service. Some of the Services are supported by advertising. We do not use what you say in email, chat, video calls or voice mail, or your documents, photos or other personal files to target advertising to you. Our advertising policies are covered in detail in the Privacy Policy.
b.iii. You agree that Essent may derive revenue and/or other remuneration from Your Content that you make available via the Services without payment to you. For example, Essent may display Essent and/or third party paid advertisements and/or other information adjacent to or included with the Services and adjacent to or in connection with Your Content, and you agree that you are not entitled to any compensation for any such advertisements. The manner, mode and extent of advertising or other revenue generating models pursued by Essent on or in conjunction with the Services and/or Your Content are subject to change without specific notice to you.
b.iv. As obligated by law and accepted by you, we may need to make Your Content available to law enforcement agencies with or without notice to you.
b.v. Essent does not pre-screen Content and we may remove any content from the services for any reason at any time, particularly Content that is contrary to the conditions outlined in 3.a.
b.vi. You agree that Essent retains the right to create reasonable limits on Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits.
Digital Millennium Copyright Act
c. Essent protects Intellectual Property rights and responds to notices of alleged copyright infringement. You agree Your Content does not violate copyright, trademark, the Digital Millennium Copyright Act (DMCA), or any other intellectual property rule or law. Valid reports of intellectual property infringement may result in removal of the Content that is alleged to have infringed on intellectual property rights. If you believe another Essent user has generated Content that infringes on yours or others’ intellectual property rights, contact Essent. You represent and warrant that: (i) you own the Intellectual Property Rights, or have obtained all necessary license(s) from the owners of the Intellectual Property Rights, to use Your Content in keeping with your use in connection with the Services or as otherwise permitted by the Terms; (ii) you have the rights necessary to grant the license and sublicenses described in the Terms; and (iii) you have received consent from any and all persons depicted in Your Content to use Your Content as set forth in the Terms, including distribution, public display, public performance and reproduction of Your Content. Essent will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA”) and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and/or making good-faith attempts to contact the user who posted the content at issue so that he may, where appropriate, make a counter-notification.
c.ii. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is hosted through our Services, on websites linked to or from our Services, or in connection with the Services, please provide, pursuant to the DMCA, written notification via regular mail (not via e-mail or phone) of claimed copyright infringement to Essent Attn: Copyright Agent. Before you file such a notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the "fair use” doctrine, as you could be liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. Please be absolutely sure there is an infringement before you file your notice. The notice must contain all of the following elements: (i) A signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed; (ii) A description of the copyrighted work(s) that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled; (iii) A description of where the content that you claim is infringing is located on the Essent Site; (iv) Information sufficient to permit Essent to contact you, such as your physical address, telephone number and e-mail address; (v) A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent or the law; and a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
c.iii. If you believe access to your content was disabled or removed by Essent as a result of an improper copyright infringement notice, please provide, pursuant to the DMCA, written notification via regular mail (not via e-mail or phone) to Essent Attn: Copyright Agent. Before you file such a notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the "fair use” doctrine, as you could be liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. The notice must contain all of the following elements: (i) A physical or electronic signature of the subscriber; (ii) Identification of the material that was removed from the Essent Site and the location of the Essent Site on which the material appeared before it was removed; (iii) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iv) Information sufficient to permit Essent to contact you, such as your physical address, telephone number and e-mail address. The Copyright Agent will not remove content from the Essent Site in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf.
Marks
d. Essent Branding and Marks. Essent retains the rights in and title to its respective trade names, trademarks, service marks, logos, domain names, plus other branding elements and identifiers (the "Marks"), and any other intellectual property previously or generally developed by Essent or its affiliates. Essent Services and the outputs it produces, including but not limited to, screens, web pages, documents, and/or reports may be identified with Essent Marks (for example Trademark Essent Corporation, ™, Registered Trademark, ®, and Powered by Essent) that cannot be hidden, masked, obfuscated, or changed by you. You agree not to purchase advertising, including search engine advertising, or domain names that use or mimic Essent trademarks, service marks, copyrights, products, or services.
Code of Conduct
3. Code of Conduct.
a. By agreeing to these Terms, you’re agreeing that, when using the Services, you will follow these rules – generally to avoid illegal, deceptive, exploitative, obscene, vulgar, hateful, or harassing conduct: (i) Don’t do anything illegal. (ii) Don’t engage in any activity that exploits, harms, or threatens to harm. (iii) Don’t send spam. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), or instant messages. (iv) Don’t publicly display or use the Services to share inappropriate Content or material (involving, for example, nudity, bestiality, pornography, graphic violence, or criminal activity). (v) Don’t engage in activity that is false or misleading (e.g., asking for money under false pretenses, impersonating someone else, manipulating the Services to increase play count, or affect rankings, ratings, or comments). (vi) Don’t engage in communications about others, including Essent and Essent employees, which would, or is reasonably likely to libel, slander, disparage, create a negative impression of, or in any way be harmful. (vii) Don’t circumvent any restrictions on access to or availability of the Services. (viii) Don’t engage in activity that is harmful to you, the Services, or others (e.g., transmitting viruses, stalking, posting terrorist content, communicating hate speech, or advocating violence against others). (ix) Don’t infringe upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, resale or other distribution of data, or photographs). (x) Don’t engage in activity that violates the privacy of others. (xi) Don’t help others break these rules. (xii) Don’t make Available any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. (xiii) Don’t stalk, intimidate and/or harass another. (xiv) Don’t incite others to commit violence. (xv) Don’t make available any Content that you do not have a right to make available under any law or contractual or fiduciary relationship. (xvi) Don’t make available any Content that infringes any Intellectual Property Right of any party. (xvii) Don’t impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity. (xviii) Don’t forge headers or otherwise manipulate identifiers to disguise the origin of any Content posted on or transmitted through the Services. (xix) Don’t use the Services such that it will mislead a User into believing that they are interacting directly with Essent or any Service. (xx) Don’t engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise). (xxi) Don’t use any Essent domain name as a pseudonymous return email address. (xxii) Don’t access or use the Services in any manner that could damage, disable, overburden or impair any Essent server or the networks connected to any Essent server. (xxiii) Don’t interfere with or disrupt the the Services or violate any applicable laws related to the access to or use of the Services, violate any requirements, procedures, policies or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms. (xxiv) Don’t disrupt or interfere with the security of, or otherwise cause harm to, the Services, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Services or any affiliated or linked sites. (xxv) Don’t disrupt, interfere with, or inhibit any other User from using and enjoying the Services. (xvi) Don’t access or attempt to access any Content you are not authorized to access or through any means not intentionally made available through the Site or Services. (xvii) Don’t market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by Essent. (xviii) Don’t reproduce, sell, trade, resell or exploit, for any commercial purpose, any portion of the Services. (xxix) Don’t use any data mining, robots, or similar data gathering and extraction methods in connection with the Services.
3.b. Enforcement. If you violate these Terms, we may stop providing Services to you or we may close your Essent account. We may also block delivery of a communication (like email or instant message) to or from the Services in an effort to enforce these Terms or we may remove or refuse to publish Your Content for any reason. When investigating alleged violations of these Terms, Essent reserves the right to review Your Content in order to resolve the issue. However, we cannot monitor all aspect of our Services and make no attempt to do so.
Using the Services and Support
4. Using the Services and Support.
4.a. Essent account. You’ll need an Essent account to access many of the Services. Your Essent account lets you sign in to products, websites, and services provided by Essent and some Essent partners.
4.a.i. Creating an Account. Depending on the service, you may be able to create an account by signing up online. Regardless of how the account was initiated, you agree not to use any false, inaccurate or misleading information when signing up for your Essent account. In some cases, a third party may have assigned an Essent account to you. If you received your Essent account from a third party, the third party may have additional rights over your account, like the ability to access or delete your Essent account or Your Content. Please review any additional terms the third party provided you, as Essent has no responsibility regarding these additional terms. If you create an Essent account on behalf of an entity, such as your business or employer, you represent that you have the legal authority to bind that entity to these Terms. You cannot transfer your Essent account to another user or entity. To protect your account, keep your account details and password confidential. You are responsible for all activity that occurs under your Essent account.
4.a.ii. Account Use. You must use your Essent account or pay for paid Services to keep your Essent account active. This means you must sign in at least once in a one-year period to keep your Essent account, and associated Services, active, unless provided otherwise in an offer for a paid portion of the Services. If you don’t sign in during this time, we will assume your Essent account is inactive and may close it for you. Please see section 4.a.vi for the consequences of a closed Essent account. You must sign into each Service separately at least once in a one-year period, otherwise we may close your account. If we reasonably suspect that your Essent account is being used fraudulently (for example, as a result of an account compromise), Essent may suspend your account until you can reclaim ownership. Based on the nature of the compromise, we may be required to disable access to some or all of Your Content. If you are having trouble accessing your Essent account, please contact Essent.
4.a.iii. Accounts must be password protected. Keeping your password secure is your responsibility. Essent is not liable for any loss or damage that results from your failure to secure your account and/or password. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. It is your responsibility to keep your Account Information confidential at all times and you are solely responsible for all activity that occurs to your Account Information when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Essent immediately. You may not use another person’s Account Information. Essent may require that you change your Account Information or certain parts of your Account Information at any time for any reason.
iv. Kids and Accounts. You may not use the Services, or accept the General Terms, if (i) you are not of legal age to form a binding contract with Essent, or (ii) you are prohibited by law from receiving or using the Services. (iii) By using the Services, you represent that you have either reached the age of "majority" where you live or have valid parent or legal guardian consent to be bound by these Terms. If you do not know whether you have reached the age of majority where you live, or do not understand this section, please ask your parent or legal guardian for help before you create an Essent account. If you are the parent or legal guardian of a minor that creates an Essent account, you accept these Terms on the minor’s behalf and are responsible for all use of the Essent account or Services, including purchases, whether the minor’s account is now open or created later.
4.a.v. If there are any errors with your personal information, please contact Essent and we will correct it.
4.a.vi. Closing your Account.
4.a.vi.1. You can cancel specific Services or close your Essent account at any time and for any reason. To close your Essent account, please contact Essent. When you ask us to close your Essent account, we will put it in a suspended state for 30 days just in case you change your mind. After that 30-day period, your Essent account will be closed. Please see section 4.a.vi.2 below for a detailed explanation as to what happens when your Essent account is closed. Logging back in during that 30-day period will reactivate your Essent account.
4.a.vi.2. If your Services are canceled or your Essent account is closed (whether by you or us), a few things happen. First, your right to use the Services stops immediately and your license to use the software related to the Services ends. Second, we’ll delete Data or Your Content associated with your Essent account or will otherwise disassociate it from you and your Essent account (unless we are required by law to keep it). You should have a backup plan as Essent won’t be able to retrieve Your Content or Data once your account is closed. Third, you may lose access to material or products you’ve acquired.
4.b. Work, or School Accounts. You can sign into certain Essent services with a work or school email address. If you do, you agree that the owner of the domain associated with your email address may control and administer your account, and access and process your data, including the contents of your communications and files. You further agree that your use of the services may be subject to the agreements that Essent has with you or your organization and that additional terms apply. If you use a work or school email address to access Services covered under these Terms, you may be prompted to update the email address associated with your Essent account in order to continue accessing such Services.
4.c. Franchisors and Franchisees. If you are a franchisor or franchisee, you may have access to our Services through an agreement between the franchise system and Essent. The subscription may be either through the franchisor or directly with the franchisee, but in either case, you agree that the franchisor may control and administer your account, and access and process your data, including the contents of your communications and files. You further agree that your use of the services may be subject to the agreements that Essent has with you or the franchise system and that additional terms apply. If you use a franchise email address to access Services covered under these Terms, you may be prompted to update the email address associated with your Essent account in order to continue accessing such Services.
4.d. Additional Equipment/Data Plans. To use many of the Services, you’ll need an internet connection and/or data/cellular plan. You might also need additional equipment, like a headset, camera or microphone. You are responsible for providing all connections, plans, and/or equipment needed to use the Services and for paying the fees charged by the providers of your connections, plans, and equipment. Those fees are in addition to any fees you pay us for the Services and we will not reimburse you for such fees. Check with your providers to determine if there are any such fees that may apply to you.
4.e. Service Notifications. When there’s something important to tell you about a Service you use, we’ll send you Service notifications to the email associated with your Essent account. If you gave us your phone number in connection with your Essent account, then we may send Service notifications to you via SMS (text message), including to verify your identity before registering your mobile phone number. Data or messaging rates may apply when receiving notifications via SMS.
4.f. Support. Customer support for the Services is available at: https://www.essent.com/ContactSupport.html.
Using Third-Party Apps and Services
5. Using Third-Party Apps and Services. The Services may allow you to access or acquire products, services, websites, links, content, material, games, or applications from third parties (companies or people who aren’t Essent) ("Third-Party Apps and Services"). Many of our Services also help you find Third-Party Apps and Services, and you understand that you are directing our Services to provide Third-Party Apps and Services to you. The Third-Party Apps and Services may also allow you to store Your Content or Data with the publisher, provider, or operator of the Third-Party Apps and Services. The Third-Party Apps and Services may present you with a privacy policy or require you to accept additional terms of use before you can install or use the Third-Party App or Service. See section 14.a for additional terms for applications acquired through the Essent Store. You should review any additional terms and privacy policies before acquiring or using any Third-Party Apps and Services. Any additional terms do not modify any of these Terms. You are responsible for your dealings with third parties. Essent does not license any intellectual property to you as part of any Third-Party Apps and Services and is not responsible for information provided by third parties. The Services may include links that will take you to other sites outside of the Services ("Linked Sites”). The Linked Sites are provided by Essent to you as a convenience and the inclusion of the links does not imply any endorsement by Essent of any Linked Site. Essent has no control of the Linked Sites and you agree that Essent is not responsible for the availability or contents of any Linked Site (including any advertising, products or other materials on or available from such Linked Site), any link contained in a Linked Site, or any changes or updates to a Linked Site.
Service Availability
6. Service Availability.
6.a. The Services, Third-Party Apps and Services, or material or products offered through the Services may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change the location associated with your Essent account, you may need to re-acquire the material or applications that were available to you and paid for in your previous region.
6.b. We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and Essent is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Your Content or Data that you’ve stored. We recommend that you regularly backup Your Content that you store on the Services or store using Third-Party Apps and Services.
Updates to the Services or Software, and Changes to These Terms
7. Updates to the Services or Software, and Changes to These Terms.
7.a. We may change these Terms at any time, and we’ll tell you when we do. Using the Services after the changes become effective means you agree to the new terms. If you don’t agree to the new terms, you must stop using the Services, close your Essent account and, if you are a parent or guardian, help your minor child close his or her Essent account.
7.b. Sometimes you’ll need software updates to keep using the Services. We may automatically check your version of the software and download software updates or configuration changes. You may also be required to update the software to continue using the Services. Such updates are subject to these Terms unless other terms accompany the updates, in which case, those other terms apply. Essent isn’t obligated to make any updates available and we don’t guarantee that we will support the version of the system for which you licensed the software.
7.c. Additionally, there may be times when we need to remove or change features or functionality of the Service or stop providing a Service or access to Third-Party Apps and Services altogether. Except to the extent required by applicable law, we have no obligation to provide a re-download or replacement of any material, Digital Goods (defined in section 14.a.i), or applications previously purchased. We may release the Services or their features in a beta version, which may not work correctly or in the same way the final version may work.
Software Subscription
8. Software Subscription. Unless accompanied by a separate Essent subscription or license agreement (for example, if you are using Essent software that is included with and a part of a separate system like a Netset device, then the Essent Software Subscription Terms for the Netset govern such software), and except as provided in section 14.a below for applications available through the Essent Store, any software provided by us to you as part of the Services is subject to these Terms.
8.a. If you comply with these Terms, for each subscription granted by Essent we allow you to use one copy of the software on a worldwide basis for use by only one person at a time as part of your use of the Services. The software or website that is part of the Services may include third-party code. Any third-party scripts or code, linked to or referenced from the software or website, are licensed to you by the third parties that own such code, not by Essent. Notices, if any, for the third-party code are included for your information only.
8.b. The software is licensed via a temporary subscription; it is not sold and Essent reserves all rights to the software not expressly granted by Essent, whether by implication, estoppel, or otherwise. This license does not give you any right to, and you may not:
8.b.i. circumvent or bypass any technological protection measures in or relating to the software or Services;
8.b.ii. disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Services that is included in or accessible through the Services, except and only to the extent that the applicable copyright law expressly permits doing so;
8.b.iii. separate components of the software or Services for use on different devices;
8.b.iv. publish, copy, rent, lease, sell, export, import, distribute, or lend the software or the Services, unless Essent expressly authorizes you to do so;
8.b.v. transfer the software, any software licenses, or any rights to access or use the Services;
8.b.vi. use the Services in any unauthorized way that could interfere with anyone else’s use of them or gain access to any service, data, account, or network;
8.b.vii. enable access to the Services or modify any Essent-authorized device (e.g., Essent Netset, etc.) by unauthorized third-party applications.
8.b.viii. access or attempt to access the Services by any means other than the interface provided by Essent.
8.c. We do not promise exclusivity to you for any product or service in any market or geographical location, nor do we promise exclusivity for development sponsored by you.
Payment Terms
9. Payment Terms. If you purchase a Service, then these payment terms apply to your purchase and you agree to them.
9.a. Charges. If there is a charge associated with a portion of the Services, you agree to pay that charge. The rate may be fixed fee or variable fee, depending on the Service. Additionally, the charge may be a retainer, like with service plans, where the Service must be consumed within a specified time frame, regardless if it is utilized or not. The price stated for Services excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. Taxes are calculated based on your location at the time your Essent account was registered. We may suspend or cancel the Services if we do not receive an on-time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its content. Connecting to the Internet via a corporate or other private network which masks your location may cause charges to be different from those displayed for your actual location. Your rights are under contingent upon the performance of your obligations under any applicable sales order, including payment of charges due, and no right or license is granted or conveyed by Essent to you except when and as such obligations are performed.
9.b. Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. You can access and change your billing information and payment method by contacting Essent. Additionally, you agree to permit Essent to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
9.c. Billing. By providing Essent with a payment method, you (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; (ii) authorize Essent to charge you for the Services or available content using your payment method; and (iii) authorize Essent to charge you for any paid feature of the Services that you choose to sign up for or use while these Terms are in force. We may bill you (i) in advance; (ii) at the time of purchase; (iii) shortly after purchase; or (iv) on a recurring basis for subscription Services. Also, we may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.
9.d. Recurring Payments. When you purchase the Services on a subscription basis (e.g., monthly, quarterly, or annually (as applicable)), you acknowledge and agree that you are authorizing recurring payment, and payments shall be made to Essent by the method you have chosen at the recurring intervals chosen, until the subscription for that Service is terminated by you or by Essent. By authorizing recurring payments, you are authorizing Essent to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (in the case of Automated Clearing House or similar payments), or as charges to your designated account (in the case of credit card or similar payments) (collectively, "Electronic Payments"). Subscription fees are generally billed or charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Essent or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and to process any such payment as an Electronic Payment.
9.e. Automatic Renewal. Provided that automatic renewals are allowed in your state, Services will automatically renew at the end of a fixed service period. We will notify you via email of any price changes in accordance with section 9.k. We will automatically renew your Services at the end of the current service period and charge you the then current price for the renewal term, unless you have chosen to cancel the Services as described below. We will also remind you that we will bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. We will also provide you with instructions on how you may cancel the Services. You must cancel the Services before the renewal date to avoid being billed for the renewal.
9.f. Online Statement and Errors. Essent will provide you with an invoice sent via email. This is the only billing statement that we provide. If we make an error on your bill, you must tell us within 30 days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund. If Essent has identified a billing error, we will correct that error within 90 days.
9.g. Refund Policy. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable. If you believe that Essent has charged you in error, you must contact us within 30 days of such charge. No refunds will be given for any charges more than 30 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply. For more refund information, please visit our help topic.
9.h. Canceling the Services. You may cancel a Service at any time, with or without cause. To cancel a Service contact Essent. If you cancel, your access to the Services ends at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled. (i) you will not receive a refund at the time of cancellation. (ii) you are obligated to pay all charges made to your billing account for the Services before the date of cancellation; (iii) you may be obligated to pay cancellation charges; (iv) you may lose access to and use of your account when you cancel the Services.
9.i. Trial-Period Offers. If you are taking part in any trial-period offer, you must cancel the trial Service(s) by the end of the trial period to avoid incurring new charges, unless we notify you otherwise. If you do not cancel the trial Service(s) by the end of the trial period, we may charge you for the Service(s).
9.j. Promotional Offers. From time to time, Essent may offer Services for a trial period during which Essent will not charge you for the Services. Essent reserves the right to charge you for such Services (at the normal rate) in the event that Essent determines (in its reasonable discretion) that you are breaching the terms and conditions of the offer.
9.k. Price Changes. We may change the price of the Services at any time and if you have a recurring subscription, we will notify you by email at least 15 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.
9.l. Payments to you. If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce the payment to you without notice to adjust for any previous overpayment.
9.m. Gift Cards. Redemption and use of gift cards are governed by the Essent Gift Card Terms and Conditions.
9.n. Payment and Collections.
9.n.i. You agree to pay the full amount of any funds due on or before the date for payment set forth on an invoice, less any discount as defined in the payment terms. In the event that any invoice is not paid when due, Essent may at its option, require that all other orders be sent Prepaid or Cash On Delivery (COD) until your account is paid in full, or may terminate this agreement.
9.n.ii. As security for the payment of the entire balance owed by you to Essent, Essent retains a security interest in and to the goods sold to you. Essent may, in the manner provided by law, retake the goods and, in addition thereto, pursue any other remedies provided by law.
9.n.iii. You agree to pay all costs of collection of any delinquent account including, but not limited to, legal fees, collection agency fees, and court costs. Essent has the right to setoff against amounts owed to Essent with any deposits you or your affiliate made to Essent and credits on your account.
9.n.iv. If you purchase tangible goods from Essent, you have thirty (30) days after the date of purchase by you to return to Essent for replacement or credit any goods found to be defective; provided that the you shall obtain approval from Essent prior to returning the goods and follows the Essent procedure for returning the goods. Essent reserves the right to require you to return defective goods directly to the goods’ manufacturer for replacement according to the manufacturer’s defective goods return policy.
9.n.v. Essent is authorized to investigate your credit record and to report to responsible persons and Bureaus, your performance of this agreement. You agree to provide such further financial information and documentation as may be required from time-to-time by Essent. This agreement will not be effective until approved by Essent.
9.n.vi. When placing any order, the you will furnish Essent a signed Essent Quote, Work Order, Subscription Order, or confirming Purchase Order.
9.n.vii. If and when Net Credit Terms are offered, all purchases from Essent will be via ACH, COD, cashier’s check, or company check basis, at the discretion of Essent.
9.n.viii. Unless otherwise stated by Essent on an invoice, any sales, use, or similar such taxes assessed by any locale (e.g. country, state, parish, county, or municipality) of which you are resident will be paid by you and the payment of such will be the sole responsibility of you.
9.n.ix. For customers outside the United States of America that pay via a method other than electronic, payment process and application may be delayed, which could result in delayed delivery of Services if not applied by the due date. Single non-electronic payments exceeding $20,000 USD, require an additional 14 business days to be processed and are to be avoided.
9.n.x. Permission is herewith granted to obtain credit information from all listed references, including your banks. All financial information submitted in support of this new account application is true and complete in all respects. You understand that Essent terms are stated on each invoice, and you’re your account is subject to a late charge of 1½% per month (18% per annum) on all past due invoices. You understand that your orders will not be shipped if your account is past due.
Contracting Entity, Choice of Law, Jurisdiction
10. Contracting Entity. For all Services, you are contracting with Essent Corporation, 161 N. Commerce Way, Bethlehem, PA 18017, U.S.A.
11. Venue, Jurisdiction, and Choice of Law to Resolve Disputes.
11.a. This Agreement is governed by the laws of Pennsylvania which laws shall prevail in the event of any conflict of laws.
11.b. With respect to any claims, controversies, or disputes which are not finally resolved through mediation or as otherwise provided in this Agreement, you hereby irrevocably and exclusively submit themselves to the Court of Common Pleas of Northampton County, Pennsylvania or the Federal District Court (Eastern District of Pennsylvania) you hereby agree that service of process may be made upon any of them in any proceeding relating to or arising out of this Agreement by any means allowed by the law of Pennsylvania. you further agree that venue and jurisdiction for any proceeding relating to or arising out of this Agreement shall be exclusively in Northampton County, Pennsylvania.
Warranties
12. Warranties. ESSENT, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. ESSENT DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.
Limitation of Liability
13. Limitation of Liability. If you have any basis for recovering damages (including breach of these Terms), you agree that your exclusive remedy is to recover, from Essent or any affiliates, resellers, distributors, Third-Party Apps and Services providers, and vendors, direct damages up to an amount equal to your Services fee for the month during which the breach occurred (or up to $10.00 if the Services are free). You can't recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms, the Services, or the software related to the Services.
Service-Specific Terms
14. Service-Specific Terms. The terms before and after section 14 apply generally to all Services. This section contains service-specific terms that are in addition to the general terms.
Store
a. Store. "Store" refers to a Service that allows you to browse, download, purchase, and rate, and review applications (the term "application" includes games) and other digital content. These Terms cover use of the Essent Store.
a.i. Digital Goods. Digital Goods refers to items that may be purchased and are stored, delivered, and used electronically but do not exist in physical form. Examples include music files, e-books, e-currencies, downloadable and/or cloud software, electronic gift certificates and in general intangible items that have value and don’t exist physically.
a.ii. License Terms. We will identify the publisher of each application available in the relevant Store. These Terms applies to any Third-Party Apps and Services acquired through a Store.
a.iii. Updates. Essent may check for and update your applications, even if you’re not signed into the Store. Applications that are entirely or partly hosted online may be updated at any time by the application developer and may not require your permission to update.
a.iv. Ratings and Reviews. If you rate or review an application in the Store, you may receive email from Essent containing content from the publisher of the application. Any such email comes from Essent; we do not share your email address with publishers of applications you acquire through the Store.
a.v. Safety Warning. To avoid possible injury, discomfort or eye strain, you should take periodic breaks from use of games or other applications, especially if you feel any pain or fatigue resulting from usage. If you experience discomfort, take a break. Discomfort might include feelings of nausea, motion sickness, dizziness, disorientation, headache, fatigue, eye strain, or dry eyes. Using applications can distract you and obstruct your surroundings. Avoid trip hazards, stairs, low ceilings, fragile or valuable items that could be damaged. A very small percentage of people may experience seizures when exposed to certain visual images like flashing lights or patterns that may appear in applications. Even people with no history of seizures may have an undiagnosed condition that can cause these seizures. Symptoms may include lightheadedness, altered vision, twitching, jerking or shaking of limbs, disorientation, confusion, loss of consciousness, or convulsions. Immediately stop using and consult a doctor if you experience any of these symptoms or consult a doctor before using the applications if you’ve ever suffered symptoms linked to seizures. Parents should monitor their children’s use of applications for signs of symptoms.
Messaging, Notification, and Interchange
b. Messaging, Notification, and Interchange Services. Various Essent services, like Essent Notification Service and OrderTrax, allow you to send messages to others via email, SMS, standardized document interchange formats, or other media ("messages"), and/or allow Essent and Essent-controlled affiliates to send such messages to you and one or more other users on your behalf. WHEN YOU INSTRUCT ESSENT AND ESSENT-CONTROLLED AFFILIATES TO SEND SUCH MESSAGES TO YOU OR TO OTHERS, YOU REPRESENT AND WARRANT TO US THAT YOU AND EACH PERSON YOU HAVE INSTRUCTED US TO MESSAGE CONSENT TO RECEIVE SUCH MESSAGES AND ANY OTHER RELATED ADMINISTRATIVE TEXT MESSAGES FROM ESSENT AND ESSENT-CONTROLLED AFFILIATES. "Administrative text messages" are periodic transactional messages from a particular Essent service, including but not limited to a "welcome message" or instructions on how to stop receiving messages. You may not be able to opt-out of some messages related to the Services, like administrative messages. Messages that allow you to stop receiving messages of that type, like marketing messages, will provide an option to opt-out of receiving further messages from Essent or Essent-controlled affiliates by following the instructions provided. If you no longer wish to receive such messages, you agree that you will opt out through the instructions provided by the applicable program or service. You also represent and warrant to us that you and each person you have instructed us to message understands that each group member is responsible for the costs of any message charges assessed by his or her mobile carrier, including any international message charges that may apply when messages are transmitted from US-based locations.
Storage
c. Storage.
c.i. Storage Allocation. If you have more content stored in your account than is provided to you under the terms of your free or paid subscription service and you do not respond to notice from Essent to fix your account by removing excess content or moving to a new subscription plan with more storage, we reserve the right to close your account and delete or disable access to Your Content.
c.ii. Service Performance. Depending on factors such as your equipment, internet connection and the efforts by Essent to maintain the performance and integrity of its service, you may occasionally experience delays in uploading or syncing content.
Professional Services
d. Engagements may include professional services that are work products, which are delivered as a one-time project or ongoing service plan. Deliverables, physical or otherwise, may occur as one delivery or multiple deliveries over a period of time. Deliveries may or may not have a scheduled delivery date depending on the service. Due to the nature of the work, many Essent Services require participation from you or one of your representatives in order to create the work product and complete a delivery. Delays (such as you completing agreed upon tasks or activities; providing necessary documents or information, or your organization or individuals within it postponing, cancelling, or failing to attend scheduled meetings) may interrupt or prevent delivery of Services or continuity of Services at your cost.
Miscellaneous
15. Miscellaneous. This section, and sections 1, 9 (for amounts incurred before the end of these Terms), 10, 11, 12, 13, and those that by their terms apply after the Terms end will survive any termination or cancellation of these Terms. We may assign these Terms, in whole or in part, at any time without notice to you. You may not assign your rights or obligations under these Terms or transfer any rights to use the Services. This is the entire agreement between you and Essent for your use of the Services. It supersedes any prior agreements between you and Essent regarding your use of the Services. All parts of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we can't enforce a part of these Terms as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms won't change. These Terms are solely for your and our benefit; they aren’t for the benefit of any other person, except for the successors and assigns of Essent.
16. Export Laws. You must comply with all domestic and international export laws and regulations that apply to the software and/or Services, which include restrictions on destinations, end users, and end use.
17. Feedback and Ideas. Essent does not consider or accept proposals or ideas, unsolicited or otherwise, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"). If you send any Feedback to Essent through the Services or otherwise, you acknowledge and agree that Essent shall not be under any obligation of confidentiality with respect to the Feedback.
NOTICES
Notices and procedure for making claims of intellectual property infringement. Essent respects the intellectual property rights of third parties. If you wish to send a notice of intellectual property infringement, including claims of copyright infringement, please use our procedures for submitting Notices of Infringement. ALL INQUIRIES NOT RELEVANT TO THIS PROCEDURE WILL NOT RECEIVE A RESPONSE.
Essent uses the processes set out in Title 17, United States Code, Section 512 to respond to notices of copyright infringement. In appropriate circumstances, Essent may also disable or terminate accounts of users of Essent services who may be repeat infringers.
Notices and procedures regarding intellectual property concerns in advertising. Please review our Intellectual Property Guidelines regarding intellectual property concerns on our advertising network.
Copyright and trademark notices. The Services are copyright © Essent Corporation and/or its suppliers, 161 N. Commerce Way, Bethlehem, PA 18017 U.S.A. All rights reserved. Essent and the names, logos, and icons of all Essent products, software, and services may be either trademarks or registered trademarks of Essent in the United States and/or other countries. The names of actual companies and products may be the trademarks of their respective owners. Any rights not expressly granted in these Terms are reserved. All rights reserved.
Covered Services
All Essent products, apps, and services are covered by the Essent Master Services Agreement.
Changes to this Master Services Agreement
We may update this Master Services Agreement. We will post any changes to our Agreement so that you are always aware of the information within it.