These Terms of Use are entered into between you (“Customer” or “you”) and Enine [1E9 Advisors Inc.] (“Enine,” “we,” or “us”). Together with any Subscription Agreement or written agreement (collectively, the “Contract”), these Terms govern your access to and use of enine.com and any electronic systems, software platforms, advisory services, digital products, or other services made available by Enine (the “Platform”).

Certain products or services made available by Enine may be governed by additional terms, policies, or agreements. In the event of a conflict between these Terms and product-specific terms, the product-specific terms shall control with respect to that product or service. Where Customer and Enine have executed a separate written agreement, including a master services agreement or subscription agreement, that agreement shall control to the extent of any conflict.

By accessing or using the Platform, you acknowledge that you have read and agree to these Terms.

Customer may designate authorized users to access the Platform and remains responsible for ensuring that its authorized users comply with the Contract and for all activities conducted under its accounts.

Fees are non-cancelable and non-refundable unless otherwise agreed in writing. Customer is responsible for applicable taxes other than taxes based on Enine’s net income. Late payments may accrue interest at the prime rate plus four percent (4%) or the maximum rate permitted by law.

Customer retains ownership of data submitted to the Platform (“Customer Data”). Customer grants Enine a limited, non-exclusive license to use Customer Data as reasonably necessary to provide and maintain the Platform, address technical or security issues, comply with law, or as otherwise authorized in writing.

Enine may suspend or terminate access to the Platform where it determines, in its reasonable judgment, that continued access presents legal, regulatory, security, financial, operational, or reputational risk to Enine, its customers, or third parties. Enine may take such action without prior notice where delay would increase risk.

Following termination of the Services, Enine may delete Customer Data in accordance with its data retention practices, unless otherwise required by law or agreed in writing.

All intellectual property in the Platform, excluding Customer Data, is owned by Enine or its licensors. Customer receives a limited, non-transferable license to access and use the Platform in accordance with these Terms.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENINE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.

EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE CONTRACT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENINE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CONTRACT OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO ENINE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification. Customer shall defend, indemnify, and hold harmless Enine and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, demands, investigations, actions, or proceedings, and all related liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to (i) Customer’s access to or use of the Platform, (ii) Customer Data or content submitted, transmitted, or made available through the Platform, (iii) Customer’s products, services, or business activities, or (iv) Customer’s violation of the Contract or applicable law, except to the extent such claim results from Enine’s breach of the Contract or willful misconduct. Enine shall provide prompt notice of any such claim and reasonable cooperation at Customer’s expense. Customer shall not settle any claim in a manner that imposes liability, admission of fault, or ongoing obligations on Enine without Enine’s prior written consent.

Customer grants Enine the right to use Customer’s name and logo in public customer lists and marketing materials in connection with Enine’s services, unless Customer notifies Enine in writing that it objects to such use. Enine will comply with any reasonable brand usage guidelines provided by Customer.

Enine shall not be liable for delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, governmental actions, labor disputes, internet or telecommunications failures, or failures of third-party service providers.

Customer may not assign or transfer the Contract without Enine’s prior written consent, except in connection with a merger or sale of substantially all assets. Enine may assign the Contract in connection with a corporate reorganization, merger, or sale of assets.

Provisions which by their nature should survive termination, including intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution, shall survive termination of the Contract.

The Contract is governed by the laws of the State of New York. Disputes shall be resolved by arbitration administered by the American Arbitration Association in New York City.

Any claim arising out of or relating to the Platform must be filed within one (1) year after the claim arises or is reasonably discoverable.

Notices to Enine may be sent to legal@enine.com.