1. Your Privacy

Your privacy is important to us. Please read the Essent Privacy Statement (the "Privacy Statement”), which describes the types of data we collect from you and your devices ("Data”) and how we use Data. The Privacy Statement also describes how Essent uses your content, including communications with others; postings or feedback submitted through the Services; and files, photos, documents, audio, digital works, videos, and other materials that you upload, store, access, process, or share through the Services ("Your Content”). By using the Services or agreeing to these Terms, you consent to Essent’s collection, use, and disclosure of Your Content and Data as described in the Privacy Statement and applicable agreements.

2. Intellectual Property

Essent owns all right, title, and interest in and to the Services and all intellectual property associated with the Services ("Essent Intellectual Property"), including development or Service enhancements suggested or purchased by you, unless otherwise stated. Essent Intellectual Property includes, without limitation, software, source code, object code, APIs, connectors, integrations, MCP servers, MCP tools, tool names, tool descriptions, tool definitions, prompts, instructions, workflows, schemas, data models, taxonomies, specifications, configurations, metadata, documentation, designs, architectures, methods, know-how, and trade secrets, together with all patent, copyright, trade secret, trademark, and similar rights throughout the world. Essent Intellectual Property does not include Your Content, Outputs as defined in the AI Services Addendum, or Third-Party Apps and Services.

2.a Development

Essent may create, change, or enhance the Services, collectively referred to as "Work Products.” Work Products are based upon Essent Intellectual Property. All Work Products are the property of Essent and are licensed to you only for the duration and scope of your authorized use. Essent Intellectual Property is owned by Essent, and Essent may exploit relevant intellectual-property rights and grant licenses without obligation to you. Unless otherwise expressly agreed in writing, inventions, discoveries, or improvements created by Essent, alone or together with Customer, are owned by Essent.

2.b Your Content

Many Services allow you to store, process, or share Your Content or receive material from others. You authorize Essent and the Services to access and process Your Content as reasonably necessary to provide and protect the Services. Essent does not claim ownership of Your Content. Your Content remains Your Content, and you are responsible for it.

2.b.i Sharing

When you share Your Content with others, you understand that those persons may be able to use, save, record, reproduce, transmit, or display Your Content without compensating you. You represent and warrant that you have all rights necessary for Your Content uploaded, stored, processed, or shared through the Services and that its collection, use, retention, and disclosure will not violate applicable law or the rights of others.

2.b.ii License to Provide the Services

To the extent necessary to provide, protect, operate, support, and improve the Services, you grant Essent a worldwide, royalty-free license to use Your Content, including to copy, retain, transmit, reformat, display, and distribute it through features you elect to use. If you publish Your Content in an area of the Services that is broadly available without restriction, it may be visible to the public. Essent does not use the contents of private email, chat, calls, voicemail, documents, photos, or other private files to target advertising to you.

2.b.iii Revenue and Display

You agree that Essent may derive revenue from operation of the Services, including by displaying Essent or third-party information adjacent to Your Content, without payment to you, unless otherwise expressly agreed in writing.

2.b.iv Legal Disclosure

Essent may disclose Your Content when required by law, legal process, or governmental request, with or without notice where legally permitted.

2.b.v Moderation

Essent does not undertake to pre-screen all content. Essent may remove, restrict, or refuse to publish content that violates these Terms, applicable law, or Service requirements.

2.b.vi Service Limits

Essent may establish reasonable limits on content, including file size, storage, processing capacity, rate, and similar limits.

2.c Digital Millennium Copyright Act

Essent respects intellectual-property rights and responds to sufficiently detailed notices of claimed infringement consistent with the Digital Millennium Copyright Act, 17 U.S.C. § 512 ("DMCA”). Valid notices may result in removal or disabling of access to allegedly infringing material, termination of repeat infringers, or contact with the person who submitted the material.

You represent and warrant that you own or have all rights and permissions necessary to use Your Content through the Services, to grant the licenses described in these Terms, and to use the names, images, likenesses, and other protected elements contained in Your Content.

2.c.i Copyright Notice

A notice of claimed copyright infringement must be sent in writing to Essent Corporation, Attn: Copyright Agent, 161 N. Commerce Way, Bethlehem, PA 18017, and must include: (1) a physical or electronic signature of the authorized copyright owner or agent; (2) identification of the copyrighted work claimed to have been infringed; (3) identification and location of the allegedly infringing material; (4) sufficient contact information; (5) a statement of good-faith belief that the disputed use is not authorized; and (6) a statement, under penalty of perjury, that the notice is accurate and the sender is authorized to act.

2.c.ii Counter-Notice

A counter-notice concerning material removed or disabled as a result of mistake or misidentification must be sent in writing to the same Copyright Agent and include: (1) a physical or electronic signature; (2) identification of the removed material and its prior location; (3) a statement under penalty of perjury of good-faith belief that removal resulted from mistake or misidentification; and (4) sufficient contact information and any additional information required by applicable law.

2.d Essent Branding and Marks

Essent retains all rights in its trade names, trademarks, service marks, logos, domain names, branding elements, and identifiers ("Marks”). Services and their outputs, including screens, pages, documents, and reports, may display Essent Marks that may not be hidden, masked, obfuscated, or altered without authorization. You may not purchase advertising or domain names that use or mimic Essent Marks without written permission.

3. Code of Conduct

3.a Rules

When using the Services, you will not, and will not assist others to:

1. violate applicable law or regulation;
2. exploit, harm, threaten, stalk, intimidate, or harass another person;
3. send spam, unsolicited bulk communications, chain letters, pyramid schemes, or duplicative messages;
4. publish or share unlawful, obscene, exploitative, hateful, graphically violent, defamatory, or otherwise prohibited material;
5. engage in fraud, deception, impersonation, manipulation, or misrepresentation;
6. infringe intellectual-property, privacy, publicity, contractual, fiduciary, or other rights;
7. circumvent restrictions on access, availability, security, or use;
8. transmit malware, viruses, harmful code, or content designed to damage or disrupt systems;
9. forge headers or manipulate identifiers to disguise the origin of content;
10. mislead users into believing they are interacting directly with Essent where they are not;
11. damage, disable, overburden, impair, or disrupt any Service, server, account, password, or network;
12. access or attempt to access content, systems, services, data, accounts, or networks without authorization;
13. market goods or services through a Service except where expressly allowed;
14. reproduce, sell, resell, trade, or commercially exploit any unauthorized portion of the Services; or
15. use data mining, robots, scraping, or similar extraction methods except as expressly authorized.

3.b Enforcement

If you violate these Terms, Essent may suspend or terminate Services or accounts, block communications, restrict access, or remove or refuse content. In investigating suspected violations, Essent may review relevant content and records, subject to applicable law and agreements. Essent does not undertake to monitor every aspect of the Services.

4. Using the Services and Support

4.a Essent Account

You may need an Essent account to access Services. You must provide accurate information, keep credentials confidential, use only authorized accounts, and remain responsible for activity occurring under your account.

4.a.i Creating an Account

If you create an account for an organization, you represent that you have authority to bind that organization. Accounts may not be transferred without authorization. A third party that assigned your account may have administrative rights over the account and associated content.

4.a.ii Account Use

You must use your account or pay for paid Services to keep it active. Unless an offer states otherwise, Essent may treat an account as inactive after one year without sign-in. Essent may suspend an account reasonably suspected of fraudulent or compromised use until ownership and security are restored.

4.a.iii Account Security

You must protect passwords and account information, apply appropriate access settings, and promptly notify Essent of unauthorized use or a security breach. Essent is not liable for loss caused by your failure to secure an account.

4.a.iv Legal Capacity

You may not accept these Terms or use the Services if you lack legal capacity to form a binding contract or are prohibited by law from receiving the Services. Where legally permitted, a parent or guardian accepting these Terms for a minor is responsible for the minor’s use.

4.a.v Personal Information Corrections

Contact Essent to request correction of inaccurate personal information, subject to applicable law and verification.

4.a.vi Closing an Account

You may request closure of your account. Essent may place it in a suspended state for 30 days before closure. Logging in during that period may reactivate the account. Upon cancellation or closure, your right to use the affected Services ends, associated licenses terminate, and Essent may delete or de-identify associated Data or Your Content unless retention is required or permitted by law or agreement. You are responsible for maintaining appropriate backups.

4.b Work or School Accounts

If you use a work or school address, the organization controlling the domain may administer the account and access or process associated data. Additional organizational agreements may apply.

4.c Franchisors and Franchisees

If Services are provided through a franchise relationship, the franchisor may administer accounts and access or process related data. Additional agreements between Essent and the franchise system may apply.

4.d Equipment and Connectivity

You are responsible for internet access, data plans, equipment, and third-party fees required to use the Services.

4.e Service Notifications

Essent may send Service notifications to the email address or telephone number associated with your account. Messaging and data charges may apply.

4.f Support

Customer support is available through Essent’s published support channels and is subject to applicable support plans and service terms. 

4.g End-of-Life Offerings

4.g.i No SLA Obligations

4.g.ii No Warranty Coverage 

4.g.iii No Fixes, Updates, or Enhancements

4.g.iv No Standard Technical Support

4.g.v Continued Use as Customer's Risk

5. Using Third-Party Apps and Services

The Services may allow access to products, services, websites, links, content, materials, or applications provided by persons other than Essent ("Third-Party Apps and Services”). You understand that you are directing the Services to interact with those Third-Party Apps and Services.

Third-Party Apps and Services may store or process Your Content or Data and may require acceptance of separate terms or privacy policies. You are responsible for reviewing those terms and policies and for your dealings with third parties. Third-party terms do not modify these Terms or expand Essent’s obligations. Essent does not license third-party intellectual property to you and is not responsible for third-party information, products, services, availability, content, or changes.

6. Service Availability

Services and Third-Party Apps and Services may be unavailable from time to time, offered for a limited period, or vary by region, device, plan, or configuration. Changes in your location may affect availability.

Online services may experience disruptions and outages. To the maximum extent permitted by law, Essent is not liable for disruption or resulting loss. You should maintain appropriate backups of content and data.

7. Updates to Services, Software, and Terms

7.a Changes to Terms

Essent may change these Terms and will provide notice as required by law or agreement. Use of Services after changes become effective constitutes acceptance. If you do not agree, you must stop using the affected Services and close the associated account.

7.b Software Updates

Essent may automatically check versions and download software or configuration updates. Updates are governed by these Terms unless accompanied by separate terms. Essent is not obligated to provide or support any particular version.

7.c Feature Changes and Previews

Essent may remove, change, or discontinue features or access to Third-Party Apps and Services. Beta, preview, or evaluation features may not operate correctly or in the same manner as generally available features.

8. Software Subscription

Unless accompanied by a separate subscription or license agreement, software provided as part of the Services is subject to these Terms.

8.a License

If you comply with these Terms, Essent grants a limited, nonexclusive, nontransferable subscription license to use the software solely as authorized for the applicable Service and subscription. Third-party code is licensed by its respective owner under applicable terms.

8.b Restrictions

The software is licensed, not sold. Except to the extent expressly permitted by law or written authorization, you may not:

1. circumvent technological protection measures;
2. disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer the software or Services;
3. separate components for unauthorized use;
4. publish, copy, rent, lease, sell, export, import, distribute, or lend the software or Services;
5. transfer licenses or access rights;
6. interfere with another person’s use or obtain unauthorized access to services, data, accounts, or networks;
7. enable unauthorized third-party applications to access or modify Essent-authorized devices or Services; or
8. access Services by means other than interfaces intentionally provided by Essent.

8.c No Exclusivity

Essent does not promise product, service, market, geographic, or development exclusivity unless expressly agreed in writing.

9. Payment Terms

If you purchase a Service, the following payment terms apply unless an Order states otherwise.

9.a Charges

You agree to pay all applicable fixed, variable, usage-based, retainer, subscription, service, and other charges, plus applicable taxes and currency-conversion costs. Essent may suspend or cancel Services for nonpayment. Rights and licenses are conditioned on performance of payment and Order obligations.

9.b Billing Account

You must provide complete and accurate billing information and an authorized payment method, keep that information current, and permit Essent and its processors to use updated account information supplied by your bank or payment network.

9.c Billing Authorization

By providing a payment method, you represent that you are authorized to use it and authorize charges for purchased Services and paid features. Essent may bill in advance, at purchase, shortly after purchase, on a recurring basis, or as stated in an Order.

9.d Recurring Payments

For recurring Services, you authorize recurring electronic payments until termination. Subscription fees are generally billed in advance. Returned or rejected payments may result in applicable fees and collection activity.

9.e Automatic Renewal

Where permitted by law, Services may renew automatically at the end of a fixed term. Essent will provide notices required by law or agreement. You must cancel before the renewal date to avoid renewal charges.

9.f Statements and Errors

Invoices may be provided by email. You must report a billing error within 30 days after it first appears. Essent will investigate timely notices and correct verified errors as required by law or agreement.

9.g Refund Policy

Except as required by law or stated in a Service offer, purchases are final and nonrefundable. Requests concerning an alleged erroneous charge must be made within 30 days. Discretionary refunds or credits do not obligate Essent to provide future refunds or credits.

9.h Cancellation

You may cancel a Service as permitted by the applicable Order or offer. Unless otherwise stated, access ends at the end of the current paid period. Cancellation does not eliminate charges accrued before cancellation and may involve agreed cancellation charges.

9.i Trials

You must cancel a trial before the end of the trial period to avoid charges, unless the offer states otherwise.

9.j Promotional Offers

Essent may offer promotional Services subject to additional conditions and may charge the standard rate if it reasonably determines that promotional conditions have been violated.

9.k Price Changes

Essent may change prices. For recurring subscriptions, Essent will provide notice required by law or agreement before a price change becomes effective. A fixed price remains in force for the applicable fixed term unless otherwise agreed.

9.l Payments to You

If Essent owes you a payment, you must timely provide accurate information needed to make it. You are responsible for applicable taxes and charges. Erroneous payments may be reversed or recovered.

9.m Gift Cards

Gift-card redemption and use are governed by applicable Essent Gift Card Terms and Conditions.

9.n Payment and Collections

1. Amounts are due on the invoice date or payment date stated. Essent may require prepaid or cash-on-delivery terms or terminate for delinquency.
2. Where applicable, Essent retains a security interest in goods sold to secure payment.
3. You agree to pay lawful collection costs, including reasonable legal and agency fees, and Essent may exercise available setoff rights.
4. Defective tangible goods must be returned in accordance with Essent authorization and applicable manufacturer policies.
5. Essent may investigate and report credit performance as permitted by law and may request supporting financial information.
6. Orders may require a signed Essent Quote, Work Order, Subscription Order, or confirming purchase order.
7. Net Credit Terms, if offered, may require ACH, COD, cashier’s check, or company check.
8. You are responsible for applicable sales, use, and similar taxes unless otherwise stated.
9. Non-electronic international payments and large non-electronic payments may require additional processing time.
10. Past-due amounts may accrue a late charge of 1.5% per month or the maximum lawful rate, whichever is lower.

10. Contracting Entity

For all Services, you are contracting with Essent Corporation, 161 N. Commerce Way, Bethlehem, Pennsylvania 18017, USA.

11. Venue, Jurisdiction, and Choice of Law

11.a Governing Law

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

11.b Venue and Jurisdiction

Claims not finally resolved through an agreed dispute-resolution process shall be brought exclusively in the Court of Common Pleas of Northampton County, Pennsylvania, or the United States District Court for the Eastern District of Pennsylvania. Each party consents to personal jurisdiction and venue in those courts and to service of process by means permitted under applicable law.

12. Warranties

ESSENT, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES, OR CONDITIONS CONCERNING THE SERVICES EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT. THE SERVICES ARE PROVIDED "AS IS,” "WITH ALL FAULTS,” AND "AS AVAILABLE.” YOU BEAR THE RISK OF USING THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ESSENT DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, NON-INFRINGEMENT, ACCURACY, TIMELINESS, AND QUIET ENJOYMENT. ESSENT DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM CONTENT OR DATA LOSS.

Nothing in these Terms limits non-waivable rights under applicable law.

13. Limitation of Liability

To the maximum extent permitted by law, if you have a basis for recovering damages arising from these Terms or the Services, your exclusive monetary remedy against Essent and its affiliates, resellers, distributors, Third-Party Apps and Services providers, and vendors is recovery of direct damages up to the Service fee paid for the month in which the event giving rise to the claim occurred, or $10.00 if the affected Service was free.

To the maximum extent permitted by law, you may not recover consequential, lost-profit, special, indirect, incidental, exemplary, or punitive damages. These limitations apply even if a remedy fails of its essential purpose or Essent knew or should have known of the possibility of damages.

14. Service-Specific Terms

The provisions before and after this Section apply generally to all Services. This Section contains additional service-specific terms.

14.a Store

"Store” means a Service through which users may browse, download, purchase, rate, or review applications and digital content.

14.a.i Digital Goods

Digital Goods are items purchased, delivered, stored, or used electronically and not existing in physical form, including downloadable or cloud software, electronic certificates, and similar intangible items.

14.a.ii License Terms

Essent may identify the publisher of each application. Third-Party Apps and Services obtained through a Store remain subject to applicable third-party terms.

14.a.iii Updates

Essent or publishers may check for and update applications, including hosted applications, at any time.

14.a.iv Ratings and Reviews

If you rate or review an application, Essent may send related communications. Essent does not provide your email address to a publisher except as permitted by law, agreement, or your direction.

14.a.v Safety

Take reasonable breaks and precautions when using visual or interactive applications. Stop use and seek appropriate medical advice if you experience symptoms such as dizziness, disorientation, altered vision, involuntary movement, loss of consciousness, or seizures.

14.b Messaging, Notification, and Interchange Services

Some Services allow you to direct Essent to send email, SMS, standardized documents, or other messages. You represent and warrant that you and each recipient have provided all consents required by law. Recipients are responsible for carrier charges. Administrative messages may be required for operation of the Service; marketing messages will include opt-out mechanisms where required.

14.c Storage

14.c.i Storage Allocation

If content exceeds applicable storage limits and you do not remedy the issue after notice, Essent may restrict, close, or delete content or accounts as permitted by law and agreement.

14.c.ii Service Performance

Equipment, internet connectivity, capacity, maintenance, and other factors may cause upload, download, synchronization, or processing delays.

14.d Professional Services

Professional Services may include one-time or ongoing Work Products. Performance may depend on your timely participation, information, approvals, documents, and attendance. Customer-caused delays may interrupt delivery or increase cost.

15. Miscellaneous

Sections 1, 2, 9 for amounts incurred before termination, 10, 11, 12, 13, 15, 16, and 17, and provisions that by their nature apply after termination, survive termination.

Essent may assign these Terms in whole or in part. You may not assign these Terms, obligations, or rights to use the Services without Essent’s written consent.

These Terms, together with incorporated documents, Orders, and executed agreements, constitute the entire agreement concerning the Services and supersede prior or contemporaneous agreements on the same subject to the extent stated in the applicable order of precedence. Purchase-order terms supplied by Customer do not modify the Agreement unless expressly accepted in writing by Essent.

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable or severed, and the remaining provisions remain effective. These Terms benefit only the parties and permitted successors and assigns, except where expressly stated otherwise.

16. Export Laws

You must comply with all domestic and international export, import, sanctions, and trade-control laws and regulations applicable to the software and Services, including restrictions on destinations, end users, and end uses.

17. Feedback and Ideas

Essent does not solicit confidential product ideas or proposals. If you provide feedback, ideas, suggestions, product names, evaluations, or proposed improvements ("Feedback”), you agree that Essent has no confidentiality obligation concerning that Feedback and may use it without restriction or compensation, subject to applicable law and any express written agreement.

Notices

Intellectual-Property Infringement

Essent respects third-party intellectual-property rights. Notices of claimed copyright infringement must follow the procedure in Section 2.c and applicable law. In appropriate circumstances, Essent may disable or terminate accounts of repeat infringers.

Copyright and Trademark

The Services are copyright © Essent Corporation and/or its suppliers, 161 N. Commerce Way, Bethlehem, PA 18017, USA. Essent names, logos, icons, products, software, and services may be trademarks or registered trademarks of Essent. Other company and product names may be trademarks of their respective owners. Rights not expressly granted are reserved.

Covered Services

All Essent products, applications, websites, and services are covered by this Master Services Agreement unless an applicable written agreement expressly provides otherwise.

Changes to this Master Services Agreement

Essent may update this Master Services Agreement. Changes will be posted or otherwise provided in accordance with Section 7 and applicable law or agreement.