LAST UPDATE: December 15th 2025

Please read the Terms carefully before using this website (the "Site") and accessing and using the Services. These Terms exempt us and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of this Site.

These Envoke Terms of Service, as may be updated from time to time ("Terms") apply to this Site (defined below) and all Services (defined below) provided by Bettermarketing Inc. o/a Envoke, an Ontario business corporation No. 2155810, with a head office at 421-401 Richmond St W in Toronto, Ontario ("Bettermarketing", Envoke" "we", or "us"). By clicking through the acceptance of these Terms, visiting or using this Site, accessing and using the Services or agreeing in writing to these terms, you agree on your own behalf, and on behalf of any organization on whose behalf you may act (collectively referred to herein as "you"), to accept and abide by these Terms for each use of the Services and each visit to this Site. If you are an individual agreeing on behalf of your organization, you represent and warrant that you have all requisite authority to bind the organization to these Terms. "You" means the Account Holder, Administrator or User, as applicable.

We may decide at any time and for any reason to add to, remove, or change any part of these Terms. If we do, we will update the "Last Update" notice at the top of these Terms to reflect the date we made those changes. We will also notify your Administrator(s) by email of the changes to the Terms. It is your responsibility to ensure the Administrator(s)' contact information provided to Envoke remains true, complete, and up to date during the Term. The changes to the Terms will be effective one week from the date the changes to these Terms are posted to the Site and the Administrator is sent notice ("Effective Date of Change"). If any change to these Terms is not acceptable to you, you must stop using the Services immediately. If you keep using the Services after Effective Date of Change, you agree that you will be deemed to have accepted those changes.

Application.

1. These Terms apply to all users of the Services, including:

(a) Account Holders: "Account Holder" means the person or other entity ultimately responsible for an Envoke account that has agreed to these Terms. Account Holder represents and warrants that the individual(s) assigned to be Administrator(s) have the requisite authority to bind the Account Holder in respect of the matters under these Terms and has been designated by the Account Holder to perform administrative tasks in relation to the Services account. The individuals that identify as Administrators represent and warrant that they have the authority to do so. The Account Holder confirms it will be responsible and liable for: (i) the breach of these Terms by the Account Holder, its Administrators and Users; and (ii) subject to Section 5 and 6, any activity that occurs using the Credentials associated with its account;

(b) Administrators: "Administrator" means an individual that is indicated as having authority for an Account Holder's Envoke account within Envoke. The Administrator confirms that it has the right to bind the Account Holder to these Terms. The Administrator may assign sub-account administrators, such users are not Administrators for the purposes of this Agreement; and

(c) Users: "Users" means individuals registered to an Account Holder's Envoke account who are employed by, or otherwise acting on behalf of, the Account Holder. Users are accepting these terms in their own capacity and not on behalf of the Account Holder or Administrator.

Our Services.

2. Description. Through this Site, you are able to access the Envoke Service as described on the Site and in Envoke documentation, which includes features that allow users to manage contact data and associated permissions and create, send, and manage email messages ("Emails") and associated permissions and consents (the "Services"). Envoke reserves the right to make changes to the features and functionality of the Services at any time.

3. Subcontractors. Envoke reserves the right to provide the Services on its own and through the use of its subcontractors. Envoke is responsible for the compliance of its subcontractors with these Terms.

4. Trial.

(a) Trial Period and Access. Envoke may offer access to the Services on a free trial basis ("Trial") for a limited time period as specified during your registration or as otherwise communicated by Envoke in writing. During the Trial, you may access and use the Services solely for evaluation purposes and subject to these Terms.

(b) Limitations. Trials may be subject to usage limits, feature restrictions, support limitations, or other conditions as determined by Envoke in its sole discretion. Envoke reserves the right to modify, suspend, or terminate any Trial at any time without notice or liability.

(c) During the Trial. You will have access to login to your account and will not be charged for the Services during the Trial period.

(d) After the Trial. At the end of the Trial period your access to the Services will automatically terminate. Your Content and account data will be retained for 60 days after the Trial period ends. Your data will remain accessible if you upgrade to a paid subscription or arrange for a trail extension within this 60 day period. After 60 days your data will be deleted and will no longer be recoverable. You may request through chat or by email to [email protected] to have your data deleted at any time during the trial or within the 60 day period after your trial ends.

(e) No Warranty. The Services provided during the Trial period are provided "as is" and without warranty of any kind. Envoke disclaims all obligations and liability during the Trial period to the maximum extent permitted by law.

How it works and Your Responsibility.

5. Account. To use the Services you need to register for an account. Your account gives you access to the Services and functions that we may establish and maintain from time to time. You agree to ensure that your Administrator(s) assign appropriate access rights to Envoke functionality and accounts to applicable Users. To be eligible for an account you must:

(a) be at least eighteen (18) years old and able to enter into contracts;

(b) complete the registration process that we have set out;

(c) agree to these Terms; and

(d) provide true, complete, and up to date contact and billing/payment information.

6. Responsibility. You are solely responsible for the activity that occurs on your account, including: (i) the accuracy of the information in your account and ensuring that your account password is confidential and secure; and (ii) for the accounts of Users that are your personnel, agents, employees and representatives (all references to "your account" include such personnel, agent, employee and representative accounts). All activity conducted by your Authorized Users in connection with your account will be your responsibility. You agree to immediately notify us of any unauthorized use or tampering of your accounts, or suspected breach of security, and change your password as soon as possible. There is no additional charge for User accounts and no limit on the number of Users per account, so we encourage you to set up a different account for each User you have. You agree that you are solely responsible:

(a) for maintaining the confidentiality and security of your login credentials, including any API credentials provided by Envoke;

(b) for all use (including any unauthorized use) of, and fees incurred under, your account(s);

(c) for any account that you have access to, if you authorized use of or otherwise provisioned access to use of that account, including any sub-accounts you create; and

(d) for your interactions with those to whom you send Emails, and you will only send Emails to those people from whom you have consent or are otherwise permitted to send Emails to in accordance with applicable law, agreement or other legal basis.

7. Compliance with Privacy Laws and Anti Spam Legislation.

Envoke's role is limited to providing tools for facilitating your management email communications. Envoke does not monitor, assess, or enforce your compliance with any laws. You are solely responsible for complying with all laws applicable to your activities, including privacy laws, Canada's Anti-Spam Legislation (CASL), and any other anti-spam, marketing, or electronic communications laws governing the management of contact information and sending of electronic messages (as amended, interpreted, or superseded) ("Privacy and Anti-Spam Laws"). The Services include default settings and may be used by you to facilitate obtaining and updating documented express consent and managing rolling expiry dates for implied consent. You are in full control of managing consent for your database; you can update the consent status for all of your contacts in bulk any time, override default settings and disable auto-expiry of implied consent status.

The features and functionality of the Services (including the default settings), information on our Site, help documentation, presentations and other documentation provided by our staff does not constitute legal advice. You are solely responsible and liable for ensuring that you have gathered the consents necessary to disclose any personal information to the Services and such consent must be sufficient to allow the Services to collect, use and disclose such information for the purpose of providing the Service and in accordance with its Privacy Policy.

You are solely responsible for maintaining accurate and verifiable records of consent, contract or other legal justification to send messages for all contacts. Upon request by Envoke, you agree to promptly provide supporting information or documentation evidencing a contact's consent classification. Failure to provide a satisfactory explanation, in Envoke's sole discretion, may result in suspension or termination of your account in accordance with these Terms.

8. Mandatory Messages

"Mandatory Message" means an Email or other electronic message sent through the Services that you are required to send, or that is reasonably necessary to send, to meet a legal, regulatory, contractual, or security/operational obligation, and for which a self-service unsubscribe option is not required by applicable Privacy and Anti-Spam Laws.

When using the Services to send Mandatory Messages, you agree to provide a clear and valid explanation of the reason these messages are exempt from a self-service unsubscribe option, including a reference to the relevant contractual or regulatory obligation or other applicable laws, including Privacy and Anti-Spam Laws. This explanation must be added to the designated sections of the Mandatory Messaging feature within the Envoke application and you will ensure the request to be unsubscribed link is included in all Mandatory Messages. You agree to respond to all Envoke notifications with requests to be unsubscribed from Mandatory Messages, with either a positive or negative response, within the lesser of the timeframes required by applicable laws or 10 days. You will provide us with evidence of these responses, upon request.

9. Closing Your Account.

(a) Either you or Envoke may terminate these Terms (and in the case of termination by Envoke, Envoke may close and deactivate any associated accounts of the Account Holder) at any time and for any reason by giving notice (in accordance with Section 45) to the other party.

(b) If you use the Services in a way that violates these Terms, we have the right to immediately suspend your account and terminate your access to the Services and these Terms in addition to any other remedies available to us. We will promptly provide you with notice of any suspension, and will remove the suspension if the violation is remedied.

10. Emailing Content. When interacting with Envoke via the Services, you agree to provide true and accurate information. Further you understand that, notwithstanding our security measures, providing confidential information via email may not be completely secure. You understand that you are solely responsible for anything that you send to anyone using our Services.

11. Support. We provide you with a reasonable amount of support to help you become self-sufficient with the Services. This support is in the form of an onboarding process, documentation and videos on the Site, the Envoke support ticket system, and by remote session or telephone (at Envoke's discretion). Reasonable support is available at no cost. Support which is in excess of the reasonable included amount, as determined by Envoke acting reasonably, may be made available by Envoke as a chargeable Service at its then current time and materials rates (available on the Site). More information regarding Envoke support is available here.

12. Monitoring. We will not monitor the content or information transmitted over the Services, but may investigate (but are not obligated to do so) if we receive complaints of possible inappropriate use or violations of these Terms, including any violations of Privacy and Anti-Spam Laws. Envoke may, at any time and in its sole discretion, make determinations that particular uses are or are not appropriate with or without notice to you, according to the guidelines set out in Section 30. In the event Envoke determines that particular use is in breach of these Terms, it will notify you and give you the opportunity to cure the breach, but retains the right to immediately suspend your account and access to the Services.

13. Term. The Term begins when you sign up for an account with us and continues until termination in accordance with Section 9.

Payment

14. Definition of terms:

The Primary Account serves as the main account for managing a single contacts database and overseeing additional sub-accounts. This account enables the Administrators to assign user access rights, manage global settings, distribute message content, process payments. A Sub-account is a separate contacts database that is managed centrally within a Primary Account (Subscription or PAYG – defined below in Sections 16 and 17). Any number of sub-accounts can be managed under a Primary Account.

Active Contacts are contacts that you have added to the Services and have not become Inactive Contacts in accordance with the provisions below. For clarity, You are responsible for ensuring you have the right to load such contact information in accordance with these Terms (e.g. that the applicable individual granted their consent to receive messages or are designated to receive mandatory or internal messages in accordance with applicable law).

Total Active Contacts is the sum of all Active Contacts in the Primary Account and all Sub-Accounts combined. An Active Contact with the same email address in multiple sub-accounts is treated as multiple Active Contacts.

Inactive Contacts are contacts who cannot receive messages from you because they have revoked consent to receive all optional messages, have too many delivery errors, have an invalid email address, did not complete a double opt-in process or are spam reported.

The Monthly Period runs from the date of the first payment through the day before the same date in the following month.

Email Credits are applicable only to PAYG Accounts. Email Credits are purchased in advance. One Email Credit is consumed for each message sent to one Active Contact. Email Credits are not consumed for test messages or messages sent to Inactive Contacts. Email Credits expire 12 months from the purchase date, and any remaining balance is reset to zero. Notwithstanding the foregoing, if more than 250,000 credits are used within the initial 12-month period, any remaining balance will be extended for an additional 12 months.

What do I pay for?

15. Current pricing. You can find the most up to date fees on our pricing page at: envoke.com/pricing. We may change our pricing at any time by updating the pricing page. Existing customers will be notified in advance of pricing changes.

16. Subscription Account costs are based on the highest Total Active Contacts during the Monthly Period. Fees will automatically increase or decrease according to the highest number of Total Active Contacts during the Monthly Period. Envoke does not charge overage fees so there is no need to provide advance notification of expected changes to your number of Total Active Contacts. There is no limit to the number of emails that can be sent under a subscription account except if the email volume is extreme as defined by Envoke within its sole discretion. There is no cost to maintain Inactive Contacts.

17. Pay-As-You-Go (PAYG) Account costs are based on the number of Email Credits purchased in advance. There is no limit to the number of Contacts that can be maintained in a PAYG account except if the number of Contacts is extreme as defined by Envoke within its sole discretion.

18. Sub-Account costs are based on a flat fee per month per Sub-Account or Sub-Accounts package. The cost for Sub-Accounts does not vary according to the number of contacts in each Sub-Account. Sub-Accounts can be added to both Subscription and PAYG accounts.

How do I pay?

19. Monthly payments for a Subscription Account and Sub-Accounts are made automatically to a credit card associated with the Primary Account. Monthly payments can be made by EFT for accounts with monthly fees greater than $500.

20. Annual payments for Subscription Accounts or Sub-Accounts can be made in advance by credit card or Electronic Funds Transfer (EFT). If the number of Active Contacts in a Subscription Account changes during the 12 month period covered by the annual payment, the additional cost or credit will be reconciled on renewal of the contract or at the end of the 12 month period. Envoke has the option to request an interim payment before the end of the 12 month period if changes to your account(s) result in additional fees greater than 25% compared to the original contract amount.

21. Payment processing. Credit card payments are processed through our Merchant of Record: Paddle.com. Envoke customers that pay by credit card are also subject to the Paddle Checkout Buyer Terms and Conditions. Payments made by EFT are paid directly to Envoke and are only subject to these terms of service.

22. Switching between tiers and plans. You can switch between Standard and Professional (Pro) tiers at any time. Switching between Pay-As-You-Go and monthly subscription plans can only be done once per 12 month period.

23. Refunds. The amounts you have paid for using the Services are non-refundable.

24. Discounts. A 10% discount is available for Subscription account and Sub-account fees that are paid annually in advance. A 15% charity discount is available at Envoke's sole discretion. To qualify for a charity discount a tax reference number is also required confirming that your organization is recognized as a charity by the relevant tax authority.

25. API costs and limits. Subject to the remainder of this section, there is no charge for API calls under a Subscription or PAYG plan. All accounts start with 1,000 API calls per day and a concurrent limit of 3 per second by default. We may accommodate reasonable changes to the default API constraints upon you making a support request. A fee may be required for API call volumes over 10,000 per month at Envoke's sole discretion.

26. Payment Overdue. For accounts paid by credit card, your account becomes overdue when a credit card payment fails. For accounts paid by electronic funds transfer (EFT), your account becomes overdue if payment is not received by 30 days from the invoice date.

(a) Overdue - Suspension Pending, 1-30 days. During this 30 day period:

• Email notifications will be sent to the account's billing contact.
• Payment overdue notifications are also displayed in the Envoke user interface to Administrators and accounting type users.
• The account is fully accessible to all Users without any restrictions to features or message sending.

(b) Suspended, 31-60 days. If no payment is received within 30 days from becoming overdue the account will be suspended. During this 30 day period:

• The account will only be accessible to Administrators and accounting Users for the purpose of payment processing only. All other features will not be accessible.
• All other Users will be unable to login.
• Forms and APIs will continue to function and scheduled messages will be sent.
• All functionality will be restored as soon as payment of an overdue balance is confirmed. For payments by credit card functionality is restored instantly. For payments by EFT functionality is restored when funds are received.

(c) Cancelled, 61 to 120 days. All access to the account and all functionality will no longer be available. Data will not be deleted. The account can only be restored by contacting support through Chat or by sending a message to [email protected].

(d) Deleted - over 120 days. The account is permanently cancelled and account data is no longer recoverable.

Rights.

27. What do we own?

Except for Your Content (defined below), all materials included on our Site, provided to you by Envoke, the Services and all materials made available through the Services, including, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, photographs, audio, videos, music, and content belonging to Envoke or other users (the "Envoke Content") (and all intellectual property rights in Envoke Content) are owned by us or our licensors. Subject to these Terms and the payment of applicable fees, Envoke hereby grants you a non-exclusive, limited, non-transferable license during the Term to view and access the Site and use the Services and Envoke Content as permitted by these Terms. We reserve all rights not expressly granted herein with respect to the Services and the Envoke Content.

28. What do you own?

We claim no ownership rights over Your Content. We will not resell Your Content. "Your Content" means, except for Envoke Content, (i) all content and information that you provide to us, either directly or through the Services, including all contact records, Emails and creative content, and (ii) all reporting obtained through the Services, excluding any Envoke Content. Your Content is yours and you retain ownership of Your Content that you upload to the Services. By sharing Your Content through the Services, you agree to allow, and you hereby provide Envoke with an irrevocable, non-exclusive, royalty-free right and license, to view, edit, and/or provide subcontractors access to Your Content in accordance with your settings and these Terms. You represent and warrant that you either own or have permission to use and disclose to Envoke all of Your Content for collection, use and disclosure by Envoke in accordance with these Terms, including the material that you use in your Emails. We may use or disclose Your Content only as we describe in these Terms and the Envoke Privacy Policy. We may maintain data from your account that does not include personally identifiable information from your Content for statistical purposes throughout and after the Term. For clarity, Envoke will retain your business contact, accounting and transaction-related records (including invoices, payment records, and associated customer identifiers) for its own business, tax, and compliance purposes after your account has been closed and other account data has been deleted. The servers used to provide the Services are located in Canada. If you have trouble accessing Your Content, Envoke will assist you to retrieve Your Content on a time and materials basis at Envoke's then current rates.

Rules and Abuse.

29. Reporting Abuse. If you believe anyone is violating any of these Terms, please notify us immediately. If you received spam you think came from another user of the Services, if you think another user of the Services has posted material that violates any rights of Envoke or a third party, including any copyright or intellectual property right of a third party, or if you think another user of the Services is otherwise violating these Terms, please contact us at [email protected].

30. Acceptable Use of the Services. You represent and warrant that your use of the Services will comply with all applicable laws and regulations. You agree that you are responsible for determining whether the Services is suitable for you to use in your jurisdiction. For greater certainty, you agree that you shall (and agree to ensure that your employees, agents and authorized users shall):

(a) only use the Services in a way that complies with the law and regulations, including data protection, electronic communication, anti-spam legislation, and privacy laws that apply to the regions where you are operating;

(b) not use the Services to spam, or send any Email from purchased, rented, or scraped lists, that is unlawful, harmful, abusive, harassing, offensive, infringing, invasive of personal privacy, defamatory, or threatening, as determined by Envoke in its sole discretion;

(c) maintain reasonable deliverability standards. If we determine, in our sole discretion, that your account has a high spam rate, high bounce rate, or generates an unusually high number of abuse complaints, we may suspend or terminate your account in accordance with these terms;

(d) not modify, reverse engineer, decompile, create derivative works from, or disassemble this Site or Services for any reason whatsoever, including for the purpose of creating competitive products or services;

(e) not use the email editing, consent management, or related tools made available through the Services to prepare or generate Emails for delivery outside of the Services. You may only send Emails using the tools provided by Envoke. Using the Services to create content or communications that are distributed via external platforms, listservs, or third-party mailers constitutes a material breach of these Terms;

(f) not use the file storage or hosting features of the Services for general-purpose file storage unrelated to Envoke communications. File uploads must directly support communications sent through the platform. Executable files or any file types containing or intended to run code, scripts, or binaries (including but not limited to .exe or macro-enabled files) are strictly prohibited. You are responsible for ensuring that any uploaded files comply with file type requirements communicated by Envoke;

(g) not do anything that will interfere with the proper working of the Services, and you will not upload or send invalid data, malicious code, viruses, or other software agents through the Service; and

(h) have all the necessary permissions and consents to provide Your Content to Envoke and to allow us to perform the Services, including as required for us send Emails you create to the applicable recipient(s) on your behalf;

and Envoke reserves the right to suspend or terminate your account in the event of such misuse in accordance with these Terms.

Envoke reserves the right, at its sole discretion, to refuse access to the Services to individuals, organizations, or industries that it deems inconsistent with its risk profile or brand values. Without limiting the generality of the foregoing, the Services may not be used in connection with any of the following categories (as determined by Envoke in its sole discretion): escort services, international marriage brokers, hookup or sexual encounter services, unregulated pharmaceutical content, adult content, work-at-home or lead generation schemes, gambling, multi-level marketing, affiliate marketing, credit repair or debt settlement, list rental or brokerage, selling social media followers or engagement, and digital assets related to Initial Coin Offerings (ICOs) or similar cryptocurrency offerings.

31. Cross Border Transfers. If you choose to access this Site from outside Canada, you do so at your risk and you are responsible for compliance with applicable local laws (e.g. laws related to the transfer of personal data across borders).

Confidentiality and Privacy.

32. Privacy Policy. Envoke respects the privacy of its users. Any personal information which Envoke collects via this Site or the Services is subject to the Envoke Privacy Policy which is incorporated by reference into these Terms. By using the Site and/or the Services, you acknowledge and agree to the collection, use and disclosure of personal information in accordance with the Envoke Privacy Policy.

33. Confidentiality.

(a) Confidential Information. "Confidential Information" means all non-public, proprietary, business, technical, disclosed, or learned information, not generally or publicly known, that you or Envoke ("receiving party") obtain from the other party (disclosing party"), and includes Your Content. Confidential Information may be in verbal, visual, or in writing, and includes information that was identified as confidential at the time the information was disclosed, or that a person would reasonably believe to be confidential given the circumstances of the disclosure. Confidential Information also captures anything that is learned, discovered, developed, conceived, originated, or prepared by the receiving party in connection with these Terms.

(b) Use and Disclosure of Confidential Information. The receiving party will not disclose, reproduce, distribute, or transmit the disclosing party's Confidential Information to any third party, either during or after the Term, except in the following situations:

1. a receiving party may use the disclosing party's Confidential Information in order to use or provide the Site or Services under these Terms;
2. a receiving party may disclose Confidential Information to its employees, directors, affiliates, advisors, agents, contractors (including subcontractors), and other representatives ("Delegates") who need to know such information for the purpose of providing or receiving the Services, provided that the receiving party requires the Delegate to agree to confidentiality obligations that are substantially as protective as what is set out in this Section 33. The receiving party will be responsible for its Delegates' violation of this Section 33; and
3. the receiving party may disclose Confidential Information where required by a court order, administrative agency, or other governmental body, provided that the receiving party limits the disclosure to the specific information that is required. The receiving party will use reasonable efforts to give the disclosing party prior notice of the court order and cooperate with any attempts by the disclosing party to obtain a protective order over its Confidential Information.

(c) Exclusions. A party's obligations of confidence with respect to Confidential Information does not apply to: (i) information that was generally known to the public at the time disclosed to the receiving party; (ii) information that becomes generally known to the public (other than through a breach of this Section 33 by the receiving party); (iii) information that was in the receiving party's possession free of any obligation of confidentiality prior to disclosure by the disclosing party; (iv) information that is rightfully received by the receiving party from a third party without any restriction on disclosure; or (v) information that was independently developed by the receiving party without reference to or use of disclosing party's Confidential Information

(d) Safeguards and Breach.

(i) We will use reasonable industry standard security measures to protect your Confidential Information and will have security policies in place to do so.

(ii) In the event that we become aware that your Confidential Information has been subject to unauthorized access, use, copying, theft, loss, or use or disclosure (a "Breach"), we will notify you and inform you of what took place. In the event that you become aware of a Breach in relation to your account, you will notify us and inform us of what took place. You agree that Breaches will be handled in accordance with applicable law, and if we need you to inform members of your Email distribution lists then you will agree to do so promptly and as we direct. Notwithstanding the foregoing, you are fully responsible and liable for meeting any notification requirements under privacy laws applicable to you.

Liability.

34. DISCLAIMERS. Except as described in the Terms, the Services and this Site are provided "as is" without any representations, warranties, or conditions of any kind, and Envoke expressly disclaims, to the full extent permissible by applicable laws, all representations, warranties, and conditions, express or implied, by operation of law or otherwise, including without limitation any implied warranties and conditions of merchantability, or fitness for any particular purpose or use, or non-infringement of third party rights, or those arising out of course of performance, course of dealing or usage of trade with respect to this Site (including the Envoke Content) or the Services. We do not warrant that this Site or the Services will (i) meet your requirements, (ii) be compatible with your computer or mobile device or any related equipment, (iii) be reliable, accurate, authentic, current or complete, (iv) continue to operate, (v) operate or be available without interruptions, or (vi) be error-free or free of computer viruses. Envoke may, but has no obligation to, maintain the Site and perform upgrades, fixes or patches on or to the Site at any time without notice. Information provided through our Site including, without limitation, support responses, advice and recommendations from our consultants or any other communications directly or indirectly from Envoke does NOT constitute legal advice. You understand that your Emails may be transferred unencrypted and involve transmissions over various networks not under the control of Envoke, and changes may be made to conform and adapt to technical requirements of connecting networks or devices. Envoke does not warrant that Emails will be sent or received properly or in a timely manner by the recipients and you acknowledge that data transmissions over the Internet are susceptible to possible loss, misrouting, interception, and misuse of the information being communicated or transmitted.

35. LIMITATION OF LIABILITY. Envoke's aggregate liability under these Terms, whether in contract or tort (including negligence), as a result of breach of warranty, strict liability or under any other theory of liability whatsoever, will be limited to direct damages in an amount not exceeding the total fees paid to Envoke under these Terms in the twelve (12) months immediately prior to the month in which the most recent event giving rise to liability occurred. None of Envoke, its affiliates or their respective directors, officers, employees, agents or other representatives (collectively "Envoke Representatives") or the operators of any attached networks will have any responsibility or liability in connection with this Site or the Services for: (i) any indirect, consequential, incidental, exemplary, punitive or special damages; or (ii) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive or special, characterized as lost revenue, lost savings or revenue or lost profits, whether based on contract (including fundamental breach or breach of a fundamental term), tort (including negligence) or other legal or equitable basis, including without limitation damages for harm to business, loss of information or data, loss of goodwill or other economic loss, arising from or in connection with or relating to your use of or access to, or any inconvenience, delay or loss of use of or access to, this Site, the Envoke Content, the Services or any content of any linked web site, or failure of those linked web sites, even if Envoke or any Envoke Representatives have been made aware of the possibility of such damages or loss or if such damage or loss was foreseeable.

36. Indemnity.

(a) Your Indemnification Obligations. You will indemnify and hold Envoke and/or the Envoke Representatives (the "Envoke indemnified parties") harmless from and against any claims brought by third parties, and any fines or penalties awarded against the Envoke indemnified parties, arising out of: (i) your use of the information accessed from this Site or your use of the Services, (ii) any breach of these Terms, by you, your Users and/or your representatives, including but not limited to any use of the Envoke Content or postings other than as expressly authorized in these Terms, (iii) any Emails or other communications sent through the Services by you, your Users and/or your representatives, (iv) your violation of any applicable laws, including Privacy and Anti-Spam Laws, or the rights of a third party; or (v) Your Content that you post or otherwise submit on, through, or in the Site.

(b) Our Indemnification Obligations. Envoke shall defend, indemnify and hold you harmless from and against any and all claims, demands, actions, suits or proceedings made or brought against you by a third party alleging that your access to or use of the Services in accordance with these Terms infringes the intellectual property rights under Canadian law of a third party (an "IP Infringement Claim"), provided that Envoke shall have sole control over the defense or settlement of any such IP Infringement Claim. If the use of the Services or any portion thereof is, or in Envoke's opinion is likely to be, enjoined by reason of such an infringement, Envoke shall: (i) procure at its own expense the right for you to continue using the Services or impacted portion thereof, or (ii) modify or replace the enjoined items with equivalent items so they become non-infringing without adversely altering their functionality, or (iii) if neither of (i) or (ii) is reasonably available, Envoke shall refund the amount pre-paid by you for the infringing Services or portion thereof.

(c) Notification. Each party agrees to notify the other party promptly in writing of any claim that is subject to an indemnification obligation and to cooperate with the other party by providing such information and assistance as is reasonably necessary and appropriate for the handling of the defense of such claim.

(d) Survival. The indemnities under this Section 36 survive termination or expiry of these Terms and are your exclusive remedy with respect to IP Infringement Claims.

37. Equitable Relief. If you violate these Terms, then we may seek injunctive relief (meaning we may request a court order to stop you from continuing to violate these Terms) or other equitable relief. You agree that this will be in addition to and without prejudice to any other rights we may have at law or in equity. Notwithstanding the foregoing, this section does not apply where its application is prohibited by any applicable laws.

General Terms.

38. Third Party Requests. If we are required to provide information in response to a legal or government request relating to your account or your use of the Services, then you agree that we may charge you for our costs that arise from complying with our obligations relating to such request. These costs may include our reasonable legal fees and the costs of our employee time spent preparing the response to the request.

39. Links to Other Web Sites. If we provide any links to third party web sites, they are provided only for convenience. If you use these links, you will leave our Site. We do not control these third party sites or endorse them. You agree that we are not responsible for any of these third party sites or their content. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Additionally, we have no responsibility and make no claims about the appropriateness of the web site content of these external links for minors.

40. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Envoke's express written consent, but may be assigned by Envoke without restriction, upon reasonable advanced notice to you.

41. Governing Law. These Terms will be governed by and construed in accordance with all applicable federal laws of Canada and the laws of Ontario without regard to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts of Ontario for the determination of any dispute concerning these Terms.

42. Severability. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unlawful or for any reason unenforceable, then that provision will be enforced to the maximum extent permissible to give effect to the intent of these Terms, and the remainder of these Terms will continue in full force and effect and will remain enforceable.

43. Waiver. Any waiver of, or consent to depart from, the requirements of these Terms will be effective only if it is in writing and signed by us, and only in the specific instance and for the specific purpose for which it has been given. Our failure to exercise or our delay in exercising, any right under these Terms will not operate as a waiver of our rights.

44. Further Assurances. Each party agrees to sign and provide all documents and take any actions (or cause the doing of those actions) necessary to meet its obligations under these Terms.

45. Notices. All notices to Envoke must be in writing and sent to us by email. Notices to us must be sent to the attention of our customer service representatives at [email protected]. Notices to you may be sent to the address or email address supplied by you as part of your registration. In addition, we may broadcast notices or messages through this Site to inform you of changes to this Site or other matters of importance, and these broadcasts will constitute Notice to you at the time we post them. If we receive a notice after 5:00 pm EST or on a non-business day, that notice will be deemed to have been received on the next business day.

46. Entire Agreement. These Terms and our Privacy Policy make up the entire agreement between you and us with respect to your use of the Site and the Services, and supersede all prior agreements, representations, and understandings between Envoke and you with respect to this subject matter (including, but not limited to, any prior versions of these Terms). In the case of any conflict between the Privacy Policy and these Terms, these Terms will govern.

47. Language. The parties have expressly requested and required that these Terms, our Privacy Policy, and any related documents be drafted in English. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient rediges en anglais. You agree that the English language version of these Terms and Privacy Policy will take priority in the event of any conflict with any translated version.

48. Service Load and Usage Limits. You agree not to use the Services in a manner that places an excessive or unreasonable load on our systems, infrastructure, or networks, or that otherwise interferes with our ability to provide the Services to other users. Without limiting the foregoing, use that materially exceeds what is reasonably contemplated for the Service tier or plan you are subscribed to may be deemed excessive. Envoke reserves the right, acting reasonably, to monitor usage and impose limits or restrictions (including throttling, suspension, or downgrade) on your use of the Services if your use negatively impacts system performance, stability, or availability. We will use commercially reasonable efforts to notify you in advance of any such limits, unless immediate action is required to preserve system integrity.

49. Survival. All provisions of these Terms which by their nature or import are intended to survive expiration or termination of these Terms, shall survive, including, without limitation, Sections 14, 19, 20 23, 26, 27, 28, 32- 49