Last Updated: October 11, 2024
This Acceptable Use Policy (“AUP”) governs your use of Envoy’s website (www.envoyb2b.com), subdomains, related domains, Envoy’s mobile applications, and the Envoy software system which is provided on a subscription (software-as-a-service) basis only (“Platform”). We will refer to these collectively as the “Sites”. When we refer to “Services”, we mean the Sites and the services available through them. Envoy reserves the right to modify or update this policy from time to time.
You agree not to use the Services in any way that could harm or impair others’ use; prohibited actions include:
You agree that you will not, and will not permit others, to use the Services to:
You agree that your access to and use of the Services, including, without limitation, entering into transactions or engaging in communication with other users or customers is at your own risk and that any such transactions shall be governed by independent third party agreements between you and such other users or customers. Envoy will have no responsibility for any harm that results from your entering into transactions with other users or customers using the Services.
Envoy retains all right, title and interest in and to: (a) the Services and the technology and software used to provide them, and all intellectual property and proprietary rights therein; and (b) all electronic and print documentation and other content and data (excluding content uploaded by you to the Platform) made available through the Services.
Reporting Potential Issues
If you encounter content that you believe violates the above policies, please report it to legal@envoyb2b.com. Envoy reserves the right, but does not assume the obligation, to investigate any violation of this AUP or misuse of the Service.
The General Data Protection Regulation (GDPR) is an EU regulation that sets out new standards for the protection and processing of personal data of individuals residing in the EU. The GDPR replaces the current EU privacy standard (known as the EU Data Protection Directive) with a comprehensive regulation to be enforced more uniformly across all EU member states. This legislation is designed to give EU residents more control over, and information about, use of their personal data across digital platforms.
Envoy is dedicated to protecting the privacy of its customers. Below you will find information about our current practices and our plans related to the GDPR compliance. Envoy may update this page from time to time to reflect changes in our operations and practices.
The GDPR requires that an adequate transfer mechanism is in place in order to facilitate the transfer of personal data from the European Economic Area (EEA) to the United States.
Yes. Envoy self-certifies under the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the UK Extension which is a valid transfer mechanism under the GDPR. You can view Envoy's status on the Data Privacy Framework website by searching here.
Envoy does not sign the Standard Contractual Clauses with customers because Envoy is Data Privacy Framework self-certified, which is a valid transfer mechanism under the GDPR. You can verify Envoy’s status under Data Privacy Framework by visiting the Data Privacy Framework website here.
Envoy values individuals’ privacy and understands the desire and interest in knowing how information about them is collected and used. For transparency and clarity, Envoy has reorganized and updated our Privacy Policy to ensure individuals understand what data we collect and how we use and share it. The Envoy Privacy Policy describes how we collect, use and disclose information that we gather about visitors to our websites; from users of the Envoy software-as-a-service application; and the information we collect when we communicate with customers, users or other individuals related to our services (whether by phone, email, or other method). The Privacy Policy also outlines individuals’ rights and choices with regard to the information collected about them. We encourage individuals to periodically review the Privacy Policy for the latest information on our privacy practices. To the extent required by applicable law, Envoy ensures that persons authorized to process personal data for or on behalf of Envoy are obligated to maintain the confidentiality of personal data.
Envoy is not currently obligated to appoint a Data Protection Officer under Article 37 of the GDPR. Envoy’s privacy contact can be reached directly at privacy@envoyb2b.com.
Envoy does offer a DPA to customers for Envoy’s role as a data processor. Envoy’s DPA has been tailored to Envoy as a cloud service provider and to address the unique nuances of our product, operations, and the way Envoy interacts with Customer Content. Please reach out to privacy@envoyb2b.com to request a DPA.
Customer Content is data, information, file attachments, text, images, personally identifiable information, and other content that is uploaded or submitted by users or collected by users from third parties using Forms or other features of the service.
Envoys role in relation to Customer Content is as a processor. The customer is the controller of their Customer Content.
Customer Content is stored within North America or the EU. Envoy will not transfer personal data to a third country or an international organization without documented instructions from the customer.
Keeping the personal data customers entrust to Envoy private and secure is something that Envoy takes very seriously. Envoy’s security practices are SOC2 examined and tested (Type II) and our application is penetration tested at least annually. Such policies and safeguards will contain technical and organizational measures appropriate to ensure a level of security appropriate to the risk.
What happens to Customer Content when our services cease?
Upon the expiration or termination of our services and at the request of the customer, Envoy will cease processing Customer Content and will delete or return to the customer all personal data and copies of personal data.
Envoy utilizes Subprocessors to provide our service to customers. A Subprocessor is a third party appointed by or on behalf of Envoy to process personal data on behalf of customers in connection with Envoy providing services to customers.
Envoy reviews each potential Subprocessor to ensure that their practices match our commitments to customers as it relates to privacy and security. We gain contractual agreements from Subprocessors to ensure that these commitments are met.
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Subprocessor |
Category |
Location |
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Amazon Web Services, Inc. |
Hosting Provider |
United States, Europe |
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MongoDB, Inc. |
Hosting Provider |
United States |
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Google LLC |
Hosting Provider of Optional Features |
United States |
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The Rocket Science Group, LLC |
Hosting Provider of Optional Features |
United States |
Envoy will refer requests from data subjects to the data controller, our customers, if the request is related to Customer Content. Envoy will assist customers on how to utilize the product features to respond to a data subject request. Where Envoy is a data controller, Envoy will evaluate the nature of the request and work with the data subject in the allowable time frames under the GDPR to respond to the request.
Envoy offers the following product features:
To the extent required by the GDPR, Envoy will make available to customers all information necessary to demonstrate compliance with the obligations set forth in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the customer or another auditor mandated by the customer. Additionally, to the extent required by the GDPR, Envoy will make commercially reasonable efforts to assist Customers in ensuring compliance with the obligations set forth in Articles 32 to 36 of the GDPR, taking into account the nature of Envoy’s services and the information available to Envoy.
At Envoy, we value your privacy and respect your interest in knowing how information about you is collected and used. This privacy policy (“Policy”) describes how we collect, use, and disclose information that we gather about visitors to our websites, including www.envoyb2b.com (collectively, “Sites”), and from users of Envoy B2B (“Platform”), the Envoy mobile applications (collectively, “Apps”), as well as our services available through the Sites, Apps, and Platform (collectively, “Services”), and the information we collect when we communicate with customers, users, or other individuals related to the Services (whether by phone, email, or other method). This Policy also outlines your rights and choices with regard to the information collected about you.
Please click on a topic below to learn more:
Who are “we”?:This Policy sets out how Appropos, LLC, a Michigan limited liability company, d/b/a Envoy and our affiliated companies (together, “Envoy” (or “we”) handles your personal data. Envoy is the data controller for your personal data. Where processing of personal data is undertaken by our affiliated companies, they are joint controllers with Envoy for your personal data. Correspondence can be directed to the Envoy Legal Department (privacy@envoyb2b.com).
Who are “you”?:This Policy applies to any visitor to our Sites; users of the Services; individuals who contact us or with whom we communicated via phone, email, or otherwise; and Customers, including both free trial and paid account holders.
To EU Residents:Envoy processes your personal data in accordance with the EU data protection legislation, including national or international legislation implementing the EU Data Protection Directive (until superseded), the Privacy in Electronic Communications (“ePrivacy”) Directive (EU), and the General Data Protection Regulation (EU) 2016/679 (“GDPR”), as amended or superseded.
Our Services permit Customers to share and manage information by creating, uploading, and attaching “Content” that can be shared, stored, and accessed through the Site. In this Policy, we distinguish between Content and all other information about you. We have no control over the information contained within Content, including any personal data. Content does not include usage information we collect about how users access, create, share, and manage Content (e.g., file sizes or access logs). Envoy is a data processor of the Content, and will only process personal data from the Content on behalf, and under the instructions, of our Customers (the data controllers) or where otherwise required by applicable laws. For more information about Content, please refer to the agreement that governs your use of the Services.
Sensitive Data. We have no control over whether Sensitive Data is contained in Content. However, we do not intentionally collect - and will not request - Sensitive Data. If an Envoy employee discovers that we have received Sensitive Data, the employee will inform a designated contact within our company who will assess the processing of such data. “Sensitive Data” means personal data that discloses an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, or criminal proceedings, and also includes data concerning health, genetic data, biometric data, and data concerning a person’s sex life or sexual orientation.
This section describes information that is not Content.
We collect personal data about you directly from you, from others (e.g., your employer if you use an enterprise account), and automatically when you use the Services. If the personal data we process is needed to comply with law, or to enter into or perform an agreement with you, we will inform you accordingly at the time of such data collection. If we cannot collect this data, we may be unable to on-board you as a customer or provide products or services to you.
Information We May Collect Directly from You.
At Account Creation.An email address is required to provide a new Envoy account (paid or trial). Without this, we are unable to create your account. You may choose to provide other information at account creation, including contact information (full name, phone number, etc.), employment details (company name/size, your job title, etc.), and a system administrator’s email (if not you).
When Purchasing Services. If you purchase a paid subscription, you may need to provide us billing and payment information, including full name, company name, billing/shipping address, and credit card number. If you do not provide us this information, you may be unable to subscribe and your access to our Services may be limited.
In Online Submissions. We collect information through interactive features of our Sites - e.g., when you submit online forms; request customer support; or respond to “Contact Us” invitations. Personal data gathered may include contact information (full name, phone number, email, etc.), employment details (company name/size, job title, etc.), information about your use of Envoy, and any other information you choose to share.
In Other Communications. You may share information in communications with us relating to the Services, including during phone calls (and call recordings), chats, or over email. Personal data gathered may include contact information, employment details, user preferences, and any other information you choose to share. Please only provide us personal data that we need in order to respond to your request.
Information We Collect From Your Employer. If you use the Services through an enterprise account, your employer will provide Envoy your email address in order to provision your account. Your employer may choose to share additional information about you including your contact information (e.g., full name, phone number, etc.), and employment details (e.g., job title).
Information We Collect From Third Parties.
When Purchasing Services.A third-party intermediary is used to manage credit card processing. It is not permitted to store, retain, or use your billing information for any purpose except for credit card processing on our behalf.
Third Party Sources.Subject to applicable laws, we may gather information about you from lead-sharing tools including LinkedIn Lead Generation, or as leads from Envoy’s global resale partners, as well as public information - including internet searches relating to you or your company - in order to better service your account and to provide more relevant assistance and marketing.
Information We Collect Automatically.We gather information about your use of the Services through cookies, web beacons, java script, log files, database lookup, pixels, and other technologies. We may automatically collect: your domain name, browser type, browser language preference, device type and operating system; page views and links you click within the Sites; IP address, device ID, or other identifier; location information; date and time stamp, and time spent using the Services; referring URL; and your activity within the Sites. We may combine this information with other information we have collected about you, including your user name, name, and other personal data. See “Use of Cookies, Tracking Technologies, Analytics and Behavioral Marketing” for details.
Our Customers are responsible for ensuring that Content is collected and handled (including any personal data therein) in compliance with applicable laws. As a processor, we handle Content as directed by our Customers (the controllers), pursuant to our relevant customer agreements. We only access Content as necessary to:
We use the personal data we collect under this Policy in furtherance of our legitimate business interests, which include:
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Purpose of Processing /Legitimate Business Interests (see above) |
Legal Bases of Processing (EU Users)* |
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Provision of Services Customer Support |
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Personalization Marketing and Promotions Advertising |
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Analytics and Improvement |
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Protect Rights and Prevent Misuse Comply with Legal Obligation |
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General Business Operations |
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*For the personal data from the EU that we process, this column describes the relevant legal bases for such processing under GDPR (and local implementing laws of EU member states); this does not limit or modify the obligations, rights, and requirements under the privacy laws of non-EU jurisdictions.
** For the personal data from the EU, the processing is in our legitimate interests, which are not overridden by your interests and fundamental rights. Marketing to EU data subjects is done only with opt-in consent.
We will not sell information about you to a third party or allow a third party to use information we provide for its own marketing purposes. We may share information about you with your consent, at your request, or as follows:
Content and Usage.Envoy is a data processor with respect to Content and certain other user information we collect in providing the Services to our customers. This means: (a) the Customer controls the information and determines how it may be used, and (b) we will process this information only under the written instructions of our Customer or where otherwise required by applicable laws. So, if you use the Services, Content and other information associated with your account (e.g., who has accessed, shared, amended, created, edited, or deleted Content) may be disclosed to the Customer or an administrator for the Customer account. Content that customers choose to share with, or make available to, other users is shared as designated by you, and you should consider that it may be further shared by your collaborators; we are not responsible for, nor does this Policy apply to, the collection, use, processing, or sharing of Content by other users in this manner.
Other Information.Some of the features and functionality of the Services involve disclosure of your personal data to other users of the Services; for example, your name, and email address may be displayed when sharing content.
Payment Processors. If you use a third party to facilitate your payment obligations, we will share certain account-usage and billing-related information about your account with such third party for billing and business administration purposes. Resellers and payment processors are independent data controllers of your personal data.
In Testimonials.With your consent, we may publish Customer testimonials you share with us, which could contain personal data such as your full name and other information you choose to share. If you wish to update or remove your testimonial, please notify us at support@envoyb2b.com.
To Our Service Providers.We may share information about you with third party vendors, consultants and other service providers (data processors) who are working on our behalf or providing services to us. We obtain appropriate contractual protections to limit these service providers’ use and disclosure of any information about you that we share with them.
Infrastructure Processors.We use certain third parties for some of the infrastructure used to host data that is submitted to the Envoy B2B, including cloud providers.
Service Processors.We use third party service providers to process your personal data to assist us in business and technical operations. Envoy has data processing agreements with such service providers, and their use of and access to personal data is limited to specific purposes. They provide services relating to: billing, customer support, internet and connectivity, marketing (direct mail, email, lead generation), security, user experience.
Subcontractors: Independent Contractors. We may employ the assistance of independent contractors to work on specific projects. We train these independent contractors on applicable Envoy policies and they are required to adhere to substantially the same data security practices as are Envoy employees.
As Required by Law. We release information about you if we believe we must do so to comply with the law or a subpoena, bankruptcy proceeding, or similar legal process.
To Protect Rights. We may disclose information about you, such as your name, contact information, and billing information, to enforce our agreements with you or to protect the rights and safety of Envoy, our customers, our users, and the general public, or as evidence in litigation in which we are involved.
In a Business Transaction.If Envoy is involved in a merger, acquisition, or sale of all or a portion of its assets, your information may be transferred to the acquiring entity as part of the transaction, and may also be reviewed as part of the due diligence review for the transaction. For example, we may need to provide a list of all customer accounts and payment histories.
Aggregate and Anonymized Information. We may share aggregate or anonymized information about users with third parties for marketing, advertising, research, or similar purposes. For example, if we display advertisements on behalf of a third party, we may share aggregate demographic information with that third party about the users to whom we displayed the advertisements.
In order to make our platform as user-friendly as possible, we – like many other companies – use “cookies”.
Cookies. A cookie is a small text file that is stored in your web browser that allows Envoy or a third party to recognize you. Cookies can either be session cookies or persistent cookies. A session cookie expires automatically when you close your browser. A persistent cookie will remain until it expires or you delete your cookies. Expiration dates are set in the cookies themselves; some may expire after a few minutes while others may expire after multiple years. Cookies placed by the website you’re visiting are sometimes called “first party cookies,” while cookies placed by other companies are sometimes called “third party cookies.”
Types of Cookies.
Essential Cookies.These are first party cookies that are sometimes called “strictly necessary” as without them we cannot provide much of the functionality that you need on the Services.
Analytics Cookies.These cookies track information about how the Services are being used so that we can make improvements and report our performance. They collect information about how visitors use the Services, which site the user came from, the number of each user’s visits, and how long a user stays on the Services. We might also use analytics cookies to test new pages or features to see how users react to them. Analytics cookies may either be first party cookies or third party cookies.
Preference Cookies.These cookies are also sometimes called “functionality cookies.” During your visit to the Services, cookies are used to remember information you have entered or choices you make (such as your username, language, or region) on the Services. They also store your preferences when using the Services, for example, your preferred language. These preferences are remembered, through the use of persistent cookies, and the next time you visit the Services you will not have to set them again.
Targeting or Advertising Cookies.These third party cookies are placed by third party advertising platforms or networks in order to deliver ads, track ad performance, and enable advertising networks to deliver ads that may be relevant to you based upon your activities (this is sometimes called “behavioral” “tracking” or “targeted” advertising). More information about how cookies are used for advertising purposes is explained below in Behavioral Targeting and Remarketing.
Envoy’s Use of Cookies.We may use cookies to help us process your transactions and requests, to track aggregate and statistical information about user activity, and to display advertising on third-party sites. Generally, we use these technologies to manage content, analyze trends, monitor page visits and content downloads, administer the Sites, track users’ movements around the Sites, and to gather statistics about our user base as a whole. These technologies may provide us with personal data, information about devices and networks you utilize to access our Services, and other information regarding your interactions with our Services. Some of the cookies may be able to uniquely identify you. For a list of the cookies we use please see our Cookie Policy.
Clear GIFs.Clear GIFs (a.k.a. web beacons or pixel tags) are tiny graphics with a unique identifier, similar in function to cookies. In contrast to cookies, clear GIFs are embedded invisibly on web pages, and are not stored on your hard drive. We might use clear GIFs to track the activities of Site visitors and users of our Services, to help us manage content, and to compile statistics about usage. We and our third party service providers also might use clear GIFs in HTML e-mails to our customers to help us track e-mail response rates, identify when our e-mails are viewed, and track whether our e-mails are forwarded.
Third-Party Analytics.We also use automated devices and applications, such as Google Analytics (more info here) and FullStory (more info here) to evaluate use of our Services. We use these tools to gather non-personal data about users to help us improve our Services and user experiences. These analytics providers may use cookies and other technologies to perform their services, and may combine the information they collect about you on our Sites with other information they have collected for their own purposes. This Policy does not cover such uses of data by third parties.
Behavioral Targeting and Remarketing.We use advertising platforms, including but not limited to Google Ads/DoubleClick (more info here), Facebook Custom Audience (more info here), LinkedIn Marketing (more info here) and Microsoft/Bing (more info here) to display ads as part of our advertising campaigns. As a result, our ads may be displayed to you on a search results page or on third party sites. Our advertising partners use cookies and other technologies to collect information about your activities on our Services and other sites to provide you targeted advertising based upon your interests. These third parties may collect your IP address or other device identifiers and combine the information they collect on our Sites with information about your visits to other sites to create market segments that they will use to more effectively advertise our services and those of other advertisers.
How to Disable Cookies.The “help” portion of the toolbar on most browsers will tell you how to prevent your computer from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. If you disable cookies, be aware that some features of our Services may not function.
To learn more about how to control cookie settings through your browser:
Opting Out of Ad Networks. If you wish to not have this cross-site information used for the purpose of serving you targeted ads, you may opt-out of many ad networks by clicking here (or if located in the European Union, click here). You will continue to receive ads on the sites you visit, but the ad networks from which you have opted out will no longer target ads to you based upon your activities on other sites. Please note, however, that these opt-out mechanisms are cookie based; so, if you delete cookies, block cookies or use another device, your opt-out will no longer be effective. For more information, go to www.aboutads.info.
Do Not Track. Some browsers have incorporated "Do Not Track" (DNT) features that can send a signal to the websites you visit indicating you do not wish to be tracked. Currently, our systems do not recognize browser “do-not-track” requests. In the meantime, you can use the “help” portion of the toolbar on most browsers to learn how to prevent your computer from accepting new cookies, how to have the browser notify you when you receive a new cookie, or how to disable cookies altogether. If you disable cookies, be aware that some features of our Sites may not function.
Closing Your Account.If you wish to close your account, you may do so by logging in and using the Account Administration settings or by contacting us at customersuccess@envoyb2b.com. If you shared any Content or information through our Services with other users, such Content or information will continue to be accessible to such users.
Content.Requests to access, delete, or modify Content will be directed to the Customer who owns the account. If you wish to request access to personal data contained in Content to delete, modify, or limit use, please provide us with the name of the Customer who submitted your information to our Services. We will refer your request to that Customer and will support them as needed.
Access and Correction. Contact us at customersuccess@envoyb2b.comto access or update account profile information. Envoy will support its customers as needed to update your account information.
Marketing Choices. Customers can always opt out of being contacted by us for marketing or promotional purposes by following the opt-out instructions located in the e-mails we send, by changing the account privacy settings, or by emailing us at privacy@envoyb2b.com. Please note that if you opt out of marketing communications, Envoy will continue to send you transactional or service-related communications, such as service announcements and administrative messages. If you do not wish to receive these, you have the option to cancel your account by logging in and using the Account Administration settings or by emailing us at customersuccess@envoyb2b.com.
Users in the European Economic Area.
Individuals in the EEA have the following rights with respect to their personal data:
Please note that the rights contained above may not be applicable to information collected through Envoy’s use of session cookies (see Section 6), which is automatically deleted when your session is terminated or expires.
We keep your personal data for as long as reasonably necessary for the purposes set out in Section 4 above. Except as noted below, we will retain your account profile data as necessary for our legitimate business purposes or to comply with our legal obligations (such as record keeping, accounting, fraud prevention and other business administrative purposes); generally, where we no longer have a legitimate business purpose to retain it, we will anonymize or delete such personal data within 180 days after the closing of your account. However, we will maintain your personal information longer where required for tax or accounting purposes, to ensure we would be able to defend or raise a claim, or where we have a specific need to retain, though we will generally not keep personal data for longer than seven years following the last date of communication with you. Legitimate business purposes that we may rely on to keep your personal data when you are not a customer include direct marketing (where you have not opted-out) for up to two years, facilitating the restoration or establishment of a user account in the future, maintaining Envoy’s business intelligence systems for analytics and other internal purposes, etc. Where your information is no longer required, we will ensure it is disposed of in a secure manner.
We have implemented technical, physical, and administrative safeguards to protect your information. However, no company, including Envoy, can guarantee the absolute security of Internet communications. If you have any questions about how we secure your information please contact us at privacy@envoyb2b.com.
Our Sites may contain publicly accessible blogs and community forums (including the Community Features). Be aware that any information you provide in these areas may be read, collected, and used by others who access them. To request removal of your information from our blog or community forum, contact us at customersuccess@envoyb2b.com. In some cases, we may not be able to remove your information; if that happens, we will let you know why.
Links to Other Websites.Our Services include links to other websites with privacy practices that may differ from ours. Any information you submit to a website not belonging to Envoy is governed by that site’s privacy statements, not this one. We encourage you to carefully read the privacy statement of any website you visit.
The Services are not directed toward children and we do not encourage children to participate in providing us with any personally identifiable information. We do not knowingly collect any personal data from children under the age of 18. We encourage parents and legal guardians to monitor their children’s Internet usage and to help enforce this Policy by instructing their children never to provide personal data through the Services. If you have reason to believe that a child under the age of 18, without a parent or guardian's consent has provided personal data to us through the Services, please contact us at privacy@envoyb2b.com, and we will use commercially reasonable efforts to delete that information.
International Transfer of Data. We are based in the United States and the information we collect is governed by U.S. law. The information we collect may be transferred to, used from, and stored in the United States or other jurisdictions in which Envoy, our affiliates, or service providers are located; these jurisdictions (including the United States) may not guarantee the same level of protection of personal data as the jurisdictions in which you reside. By using the Services, you acknowledge and agree to any such transfer of information outside of the jurisdiction in which you reside.
U.S.-EU Data Privacy Framework Certification. Envoy complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the UK Extension to the EU-U.S. DPF, as set forth by the U.S. Department of Commerce. Envoy has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Union and the United Kingdom in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles, the Principles shall govern. To learn more about the Data Privacy Framework (DPF) Program, and to view our certification, please visit https://www.dataprivacyframework.gov
Law Enforcement Requests.In certain situations, we may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.
Onward Transfers. Third parties who process personal data on our behalf must agree to use such personal data only for the purpose for which it is provided by us and they must contractually agree to provide adequate protections for personal data. Envoy will continue to be liable for any onward transfers of personal data to such third parties. Where required by applicable data protection laws, we have ensured that such third parties sign standard contractual clauses as approved by the European Commission or other supervisory authority. You can obtain a copy of such safeguards by contacting us (see below).
Complaints or Questions About Our Data Privacy Framework Certifications. If you have any questions or complaints regarding our Data Privacy Framework Certification, you may contact us at privacy@envoyb2b.com. We will promptly investigate and attempt to resolve any complaints, and will respond to your complaint within 45 days of receiving any such complaint.
In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF, Envoy commits to refer unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF to JAMS an alternative dispute resolution provider based in United States. If you do not receive timely acknowledgment of your DPF Principles-related complaint from us, or if we have not addressed your DPF Principles-related complaint to your satisfaction, please visit https://www.jamsadr.com/DPF-Dispute-Resolution for more information or to file a complaint. The services of JAMS are provided at no cost to you.
You may have the option to select binding arbitration for the resolution of your complaint under certain circumstances, provided you have taken the following steps: (1) raised your complaint directly with us and provided us the opportunity to resolve the issue; (2) made use of the independent dispute resolution mechanism identified above; and (3) raised the issue through the relevant data protection authority and allowed the U.S. Department of Commerce an opportunity to resolve the complaint at no cost to you. For more information on binding arbitration, see U.S. Department of Commerce's EU-U.S. DPF: Annex I of the DPF Principles.
The Federal Trade Commission has jurisdiction over Envoy’s compliance with the DPF.
We may update this Policy to reflect changes to our privacy practices. If you are an Envoy customer and we make any material changes that affect the way we treat information that we have previously collected from you, we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice through the Services prior to the change becoming effective. We encourage you to periodically review this Policy for the latest information on our privacy practices.
If you have any questions or concerns regarding the way in which your personal data is being processed or you want to exercise your rights above, please reach out to Envoy using the contact information below:
Envoy’s CFO, who serves as Company’s data protection contact, and can be contacted at privacy@envoyb2b.com.
If you remain dissatisfied, you have the right to reach out directly to the Data Protection Authority in your jurisdiction. We do ask that you please attempt to resolve any issues with us first, although you have a right to contact the Data Protection Authority at any time.
If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at https://www.jamsadr.com/DPF-Dispute-Resolution.
Non-English translations of this Policy are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.
Last Updated: October 16, 2018
This User Agreement (“Agreement”) is entered into by and between Appropos, LLC, a Michigan limited liability company, d/b/a Envoy (“Envoy”) and any individual, company, or entity specified in any Order or SOW (“Customer”) prior to Customer’s use of the Subscription Service. This Agreement governs the use of the Subscription Service, any Professional Services, and any other products or services received from Envoy by Customer, whether on a free or paid basis (collectively, the “Services”). By accessing, viewing, or using the Services, Customer acknowledges that Customer has read, understands, and agrees with this Agreement. If Customer is a direct competitor to Envoy, Envoy reserves the right to disallow Customer’s access to the Services at any time in its sole discretion.
1.0 Services.
1.1 Subscription Service. Subject to the terms and conditions set forth in this Agreement, and in consideration of the fees specified in any Order, Envoy hereby grants to Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable license for Customer’ Users to access and use the Subscription Service during the Term for Customer’s internal business purposes in accordance with Appendix A – Service Level Expectations. Envoy may in its sole discretion delegate its responsibilities hereunder to qualified subcontractors.
1.2 Professional Services. Subject to the terms and conditions set forth in this Agreement, and in consideration of the fees specified in any applicable Order or SOW, the parties may agree for Envoy to provide Professional Services. The specifications for Professional Services, if any, will be as set forth in an Order or SOW. Envoy hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable license for Customer’s Users to access and use Work Product resulting from Professional Services during the Term for Customer’s internal business purposes, pursuant to the terms and conditions of this Agreement.
1.3 Customer Obligations. Customer is solely responsible for providing all hardware, software, or internet connectivity needed for Customer Users to access and use the Subscription Services, such as mobile devices, desktop or laptop computers, and web browsers. Any failure or delay by Envoy to perform the Services is not a breach to the extent that such failure or delay is caused by an act or omission of Customer or Customer’s hardware, software, or internet connectivity. Customer acknowledges and agrees that Envoy will exert commercially-reasonable efforts to maintain the compatibility of Envoy with the latest versions released for general availability of Microsoft Internet Explorer, Firefox, Chrome and Safari web browsers (and such other web browsers that may be subsequently adopted at the level of the foregoing browsers), Apple iOS, and one (1) prior major release of all the foregoing.
2.0 Use of the Subscription Service; Restrictions.
2.1 Conditions. Envoy’s provision of the Subscription Service is conditioned on Customer’s acknowledgement and agreement to the following:
(a) Certain types of information included in the Customer Content may be subject to specific laws (e.g., laws regarding personally identifiable information, payment card information, protected health information, etc.). Customer, not Envoy, is responsible for compliance with any such laws. Without limiting the foregoing, Customer represents and warrants that, if required for compliance with applicable law, Customer will provide any required notice to, and obtain any required consent from, individuals and/or other entities related to the Customer Content and any personal or otherwise protected information included therein.
(b) All Customer Content stored utilizing the Subscription Service is maintained in encrypted form (in transit and at rest) and Envoy does not access Customer Content except: (i) as requested by Customer to enable the provision of customer support; and (ii) as necessary for Envoy to (1) comply with applicable law or legal proceedings, or (2) investigate, prevent or act against suspected abuse, fraud or violation of this Agreement. For the avoidance of doubt, Envoy will treat as confidential any Customer Content accessed pursuant to this section. Unless prohibited by law, if Envoy receives a request from an individual to access, amend, or delete their personal information stored as Customer Content or Account Information provided by Customer, Envoy will refer such requests to Customer. Customer will be responsible for responding to such requests as required by applicable law, and Envoy will provide Customer with reasonable support as necessary to facilitate Customer’s response.
(c) The Subscription Service facilitates the sharing of information within Customer’s organization and potentially outside of Customer’s organization. Between Customer and Envoy, Customer has the exclusive control over the distribution of and access to the Customer Content.
2.2 Login Credentials. Each set of login credentials for the Subscription Service may be used only by a single, individual Customer User, and Customer User accounts may not be shared by multiple individuals. In the event of any account sharing, Envoy may adjust the fees owed to Envoy under this Agreement or any Order accordingly, including adjustments on a retroactive basis. Notwithstanding the foregoing, if a Customer User leaves the employ of Customer or changes roles such that the Customer User no longer needs access to the Subscription Service account, such account may be transferred to a new Customer User for the remainder of that account’s subscription without incurring any additional fee provided that Customer notifies Envoy of the transfer and a new username and password are created for the new Customer User. Customer agrees to promptly notify Envoy of any unauthorized access or use of the Subscription Service which Customer becomes aware. Customer will be responsible for all use and misuse of the Subscription Service that occurs under Customer Users’ login credentials, and for any breach of this Agreement by any Customer Users. In no event will Envoy be liable for any losses or damages of any kind related to any unauthorized access or use of the Subscription Service.
2.3 Prohibited Use. Customer will not, and will ensure that Customer Users do not: (a) “frame,” distribute, resell, or permit access to the Subscription Service by any third party other than for its intended purposes; (b) use the Subscription Service other than in compliance with applicable laws; (c) interfere with the Subscription Service or disrupt any other user’s access to the Subscription Service; (d) reverse engineer, attempt to gain unauthorized access to the Subscription Service, or attempt to discover the underlying source code or structure of the Subscription Service; (e) submit to the Subscription Service any content or data that violates the Acceptable Use Policy, as updated by Envoy from time to time (a current version of which can be found at www.envoyb2b.com/acceptable-use-policy) (“Acceptable Use Policy”); (f) submit to the Subscription Service any malware or any unauthorized feature that is designed to alter any software, program, data, device, system or service, or provide unauthorized access to the Subscription Service; or (g) use any robot, spider, data scraping tool, extraction tool, or similar mechanism with respect to the Subscription Service. Customer shall be responsible for Customer Users’ compliance with this Agreement, including this Section 2.3.
2.4 Account Information. Account Information will be provided to Envoy by Customer Users, but Customer may provide certain Account for Customer Users when configuring Customer’s account. If Account Information is provided by Customer, Customer represents and warrants that: (a) Customer has provided all required notice to Customer Users pursuant to applicable law; and (b) Customer has all rights, permissions, and consents necessary: (i) to provide the Account Information to Envoy; and (ii) for the display of such Account Information within the Subscription Service. Per Section 2.1(b) above, Envoy will refer to Customer any requests related to the Account Information that was provided by Customer, and will provide Customer reasonable assistance to facilitate Customer’s response to such requests, unless prohibited by law.
2.5 Use of Mobile App. The Subscription Services may also be accessed via the Mobile App and this Agreement shall apply to use of the Subscription Services via the Mobile App. Envoy grants Customer a revocable, non-exclusive, non-sublicensable, non-transferable, limited license to download, install, and use the Mobile App for Customer’s personal and internal business purposes strictly in accordance with this Agreement. Envoy may deploy changes, updates, or enhancements to the Mobile App at any time. Envoy may provide maintenance and support for the Mobile App. Customer acknowledges that Apple (for iOS Mobile Apps) does not have an obligation to furnish any maintenance and/or support services in connection with the Mobile App. By downloading the Mobile App, and/or opting-in through notification settings, Customer authorizes Envoy to send Customer (including via email and push notifications) information regarding the Subscription Service and the Mobile App, such as: (a) notices about Customer’s use of the Subscription Service and the Mobile App, including notices of violations of use; (b) updates to the Subscription Service and Mobile App and new features or products; and (c) promotional information and materials regarding Envoy’s products and services. Customer can adjust messaging preferences or unsubscribe to some messaging by following instructions provided by Envoy. Envoy reserves the right to suspend or terminate Customer’s access to the Mobile App at any time based on the status of Customer’s account under this Agreement. Customer understands that if its account is suspended or terminated, Customer may no longer have access to the content that is stored within the Subscription Service. Apple (for iOS Mobile Apps) will have the right to enforce this section against Customer as a third party beneficiary thereof.
3.0 Customer Content; Account Information; Processing of Data.
3.1 Disclosure. The Subscription Service is designed to facilitate collaboration and sharing of Customer Content among Customer Users and, if elected by Customer Users, with third parties. Customer will own all Customer Content. As specified in Section 2.4 above, use of the Subscription Service also entails disclosure of some Account Information (e.g., name and email address) to other users. Envoy will not be responsible for any distribution, publication, display, or other disclosure of Customer Content or Account Information by Customer Users via the Subscription Service. Envoy does not provide the Customer Content or Account Information, does not review it for accuracy, and makes no representations or warranties regarding it. The Subscription Service may facilitate transactions between Customer and Customer Users, but Envoy is not a party to any such transactions.
3.2 Processing. Customer grants to Envoy a non-exclusive, limited license to record, store, transmit, maintain, display, or otherwise use or process Customer Content as necessary to provide the features and functions of the Services, to administer its business relationship with Customer (including for billing, customer support, and product-related communications), and as otherwise set forth in the Privacy Policy. Subscriber acknowledges that (1) Envoy processes Customer Content on behalf of Customer; and (2) if required by law, Customer will inform its Customer Users and third parties of such processing and obtain their consent. Envoy processes Customer Content pursuant only to this Agreement and any other written agreement between Envoy and Customer.
3.3 Service Providers. In addition, Envoy may allow third-party service providers to process Customer Content and Account Information in connection with Envoy’s provision of the Subscription Service. By entering into this Agreement, Customer authorizes such processing by such third-party service providers.
3.4 Security. Envoy will provide and maintain commercially reasonable information security policies and safeguards, which include technical and organizational measures, designed to preserve the security, integrity, and confidentiality of the Customer Content and to protect it against unauthorized access and information security threats.
3.5 Treatment at Termination. Upon request to Envoy at any time during the Term, Customer may request a backup that includes all then-current Customer Content in JSON format. Upon the effective date of termination, Envoy has no obligation to retain, and may delete, Customer Content.
3.6 Ownership. As between the parties, Customer retains all right, title, and interest in and to all Customer Content. Customer represents and warrants that it has all rights, permissions, and consents necessary: (a) to submit all Customer Content to the Subscription Service; (b) to grant Envoy the limited rights to process Customer Content as set forth in this Agreement; and (c) for any transfer or disclosure of Customer Content among or by Customer Users.
4.0 Additional Products and Services.
4.1 Online Training. Customer may have access to the Training Resources. In such case, Envoy hereby grants Customer a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Training Resources during the Term for Customer’s internal business purposes, pursuant to the terms and conditions herein. Customer acknowledges that the Training Resources are subject to change, and Envoy does not guarantee the availability of any content. The Training Resources are not part of the Subscription Service.
4.2 Third-Party Applications. Third-party applications and web services, including without limitation, payments made to Envoy that are facilitated through a third party payment processing service, may be available to Customer for use with the Subscription Service. These applications and services are provided by third parties and are not part of the Subscription Service, except where otherwise specified. Third-party applications and services are subject to any end user license agreements that accompany them, and Envoy shall have no liability whatsoever with respect to any third-party applications and services.
4.3 Envoy API. Envoy may make an application programming interface (“API”) available to Customer enabling Customer to create and access Customer Content via Customer’s own application. During the Term, Envoy grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the API solely for Customer’s internal use. Customer shall not use the API to access data or an Envoy account belonging to a third party unless Customer has entered into Envoy’s Third-Party Application Developer Agreement and Envoy has provided Customer with an application ID for authentication purposes.
5.0 Fees and Payment.
5.1 Fees. In consideration of the Services, Customer will pay the fees specified at the time of purchase or renewal. Unless otherwise specified in an Order, Envoy may raise the price for Services, in its sole discretion, for any Renewal Terms; provided, however, that such price increase shall not exceed the greater of 5% per year or the rate of inflation as measured by the U.S. Bureau of Labor Statistics CPI-U. If Customer selects an annual Subscription Term for an Order: (a) Customer may elect to pay the total fees for the Subscription Service at the outset in lieu of being invoiced or charged on a monthly basis; or (b) Customer will be invoiced or charged on a monthly basis for the Subscription Service, even if Customer has terminated the Order or otherwise changed its subscription plan. Customer will reimburse Envoy for reasonable, out-of-pocket expenses incurred by Envoy in the course of providing Professional Services. All fees are nonrefundable once paid, except as expressly otherwise provided in this Agreement or the applicable SOW or Order.
5.2 Payment. Customer agrees to promptly notify Envoy of any changes to its billing information. If Customer uses a credit card to make payment hereunder, Customer authorizes Envoy to charge such credit card on a recurring basis for all applicable fees and taxes. If Customer is invoiced for fees and taxes, all amounts are payable in U.S. dollars net fifteen (15) days from the date of the invoice per the invoice instructions unless otherwise specified. Items purchased via an Order, and all renewals, shall be payable in advance. Items purchased via SOW shall have the applicable invoicing instructions included in the SOW. Envoy reserves the right to correct any billing errors or mistakes that Envoy identifies even if Envoy has already issued an invoice or received payment. Customer agrees to notify Envoy about any suspected billing errors or mistakes within fifteen (15) days after the relevant invoice or charge date; failure to do so will result in waiver of Customer’s right to dispute such errors or mistakes. Except as prohibited by law, Envoy may charge a late fee on past due amounts of the lesser of: (a) 1.875% per month compounded monthly; or (b) the maximum amount permitted by law. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Envoy to collect any amount that is not paid when due. Envoy may accept payment in any amount without prejudice to Envoy’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to Envoy by Customer may not be withheld or offset against amounts due or asserted to be due to Customer from Envoy. Other than income taxes imposed on Envoy, Customer shall be responsible for the payment of all taxes, duties, VAT and all other governmental charges (collectively, “taxes”) resulting from this Agreement. If Customer requires a purchase order, vendor registration form, or other documentation, such requirement will in no way affect or delay Customer’s obligation to pay any amounts due hereunder.
5.3 Refunds. If Customer terminates this Agreement for Envoy’s uncured breach pursuant to Section 6.4, Customer will be entitled to a prorated refund of prepaid, unused fees for the Subscription Service. If Customer terminates an SOW or an Order for Professional Services pursuant to Section 10.3, Customer will be entitled to a prorated refund of the prepaid, unused fees for the Professional Services. There shall be no refunds if Customer terminates this Agreement for any other reason or if Customer breaches this Agreement and Envoy elects to terminate this Agreement.
5.4 Free Access. If Customer is provided with access to any Service at no charge, Customer acknowledges that (a) the version available to Customer may not include or allow access to all features and functionality available to paid subscribers and (b) the Service is made available to Customer on an “as is” basis without any warranty, support, maintenance, or other obligation of any kind. Envoy may terminate Customer’s free access to any Service at any time, unless otherwise specified. Any use of a Service at no charge is at Customer’s sole risk and responsibility.
5.5 Cardholder Data. Cardholder Data (“CHD”) shall have the then-current meaning given it by the Payment Card Industry Security Standards Council. The parties agree and acknowledge that Envoy shall not collect, receive, process, transmit, store or maintain any CHD of Customer, or any of Customer’s employees, business customers, or representatives. For the avoidance of doubt, it is not a breach of the foregoing for Envoy to store the full name of a Customer User or any portion thereof. Envoy outsources payment card functions and payment processing to a third party or parties and Envoy shall have no liability whatsoever with respect to any payment processing or such third-party services.
6.0 Term and Termination.
6.1 Term. This Agreement will remain in effect throughout the Term unless earlier terminated as set forth herein.
6.2 Term; Auto-Renewal of Orders. Each Order remains in effect for the initial subscription term (“Initial Term”) specified therein and any subsequent renewal periods (each a “Renewal Term”), and collectively with the Initial Term, the “Term”). AFTER THE INITIAL TERM OF AN ORDER ENDS, ORDERS WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) YEAR RENEWAL TERMS UNLESS EITHER PARTY PROVIDES THE OTHER PARTY WRITTEN NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN-CURRENT TERM. Notwithstanding the foregoing, any non-subscription items purchased via an Order will not automatically renew.
6.3 Term of SOWs. Each SOW remains in effect for the period specified therein. If no period is specified, the SOW will terminate once the Professional Services set forth in the SOW have been completed.
6.4 Termination; Suspension. Either party may terminate this Agreement immediately if the other party breaches any material provision of an applicable Order, SOW, or this Agreement, and fails to cure that breach within thirty (30) days of written notice from the non-breaching party identifying the breach. In addition, Envoy may suspend Customer’s access to the Subscription Service immediately if: (a) Customer fails to make a payment when payment is due; or (b) Customer has (or Envoy reasonably suspects that Customer has) breached Section 2.3 or misappropriated or infringed Envoy’s intellectual property or proprietary rights.
6.5 Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all Services, Orders, and SOWs under this Agreement will terminate; (b) all rights and obligations of the parties hereunder will cease (except as set forth in Section 6.6 below); (c) Customer will remain obligated to pay for Services rendered through the effective date of termination; and (d) Customer will not be entitled to any refund of fees (except as set forth in Section 5.3 above). Upon termination by either party, Customer and Customer Users will immediately cease all use of the Services, and each party will promptly return the other party’s property, data, and information, and will destroy all copies. Thereafter, Envoy will have no obligation to retain Customer’s data or information.
6.6 Survival. The following sections will survive termination or expiration of this Agreement: 3.5 (Treatment at Termination), 3.6 (Ownership), 4.2 (Third-Party Applications), 5.1 (Fees) (with respect to amounts that are accrued but unpaid as of the effective date of termination), 5.2 (Payment), 5.4 (Free Access), 6.6 (Survival), 7 (Proprietary Rights), 8 (Confidentiality), 10 (Representation and Warranties; Disclaimer); 11 (Limitation of Liability), 12 (Indemnification), 14 (Non-Solicitation), 15 (Notices), 17 (Entire Agreement), and 18 (General).
7.0 Proprietary Rights
Envoy retains all right, title and interest in and to: (a) the Services, Work Product (except for any Customer confidential information used to develop the Work Product), and the technology and software used to provide them, and all intellectual property and proprietary rights therein; and (b) all electronic and print documentation and other content and data (excluding Customer Content and Account Information) made available through the Services. Except for the licenses as set forth in this Agreement, this Agreement does not convey all or any part of Envoy’s intellectual property or proprietary rights to anyone, including Customer. All rights in or to the Services not expressly granted herein are reserved. Customer may not reverse engineer the Services, attempt to do so, or assist others in doing so. Customer may not grant third parties access to the Services without Envoy’s prior written consent. The Subscription Service will be made available to Customer as and only as a remotely-hosted service. Customer agrees that Envoy will have a perpetual right to use and incorporate any suggestions, enhancement requests, recommendations, ideas for improvement, and other feedback (collectively, “Feedback”) that Customer or a Customer User provides to Envoy regarding the Services without any obligation of compensation and that Envoy may freely use and incorporate Feedback into the Services.
8.0 Confidentiality.
8.1 Confidential Information. “Confidential Information” means all non-public information of or about Envoy or Customer, as the case may be (“Disclosing Party”) disclosed to the other party (“Receiving Party”) by the Disclosing Party or its affiliates, employees, contractors or agents, in the past, present, or future, whetherorally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed.Confidential Information shall include, but not be limited to, all non-public information regarding pricing, trade secrets, know-how, technology, designs, specifications, documents, data, databases, procedures, processes, software, source code, object code, executables, configurations, potential or existing customers, suppliers, contractors, potential or existing business transactions or arrangements with customers or other third parties, the existence and terms of this Agreement, and the fact that discussions concerning a prospective business relationship are occurring or have occurred, but excludes any information that: (1) is or has become generally known to the public without violation of any restriction on disclosure; (2) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (2) is or was lawfully received from a third party not subject to any restriction on the disclosure of such information.
8.2 Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use Confidential Information of the Disclosing Party for any purpose except in connection with this Agreement; (b) will not disclose, give access to, or distribute any of the Confidential Information of the Disclosing Party to any third party, except to the extent expressly authorized in a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions the Disclosing Party takes to preserve its own confidential information of a similar nature) to keep the Confidential Information of Disclosing Party confidential. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to those of its employees, directors, affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of this Section 8. The Receiving Party will immediately notify the Disclosing Party upon discovery of any unauthorized disclosure or use of the Confidential Information, or any other breach of this Section 8, by the Receiving Party or its Representatives. The Receiving Party’s (and its Representatives’) obligations under this Section 8 shall survive the termination of this Agreement until such time as the Disclosing Party no longer keeps such information confidential.
8.3 Return of Materials. Upon written request by the Disclosing Party, the Receiving Party will: (a) either return or destroy all documents and media in its possession or control that contain the Confidential Information; and (b) certify its compliance with this Section 8.3 in writing. Notwithstanding the foregoing, the Receiving Party will not be obligated to erase Confidential Information that is contained in an archived computer system backup that was made in accordance with the Receiving Party’s security and/or disaster recovery procedures; provided, however, that any such Confidential Information contained in such archived computer system backup will remain subject to this Section 8.
8.4 Intellectual Property; No Obligation to Disclose. The Disclosing Party retains all rights, title, and interest in and to the Confidential Information, including all intellectual property and proprietary rights therein. The disclosure of the Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.
8.5 Required Disclosures. The Receiving Party may disclose the Confidential Information to the extent required by law or legal process. In such cases, however, the Receiving Party will (except to the extent prohibited by law or legal process from doing so): (a) give the Disclosing Party prior notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in Disclosing Party’s efforts to ensure that the Confidential Information will be subject to a protective order or other legally available means of protection.
8.6 Injunctive Relief. Envoy and Customer acknowledge that any actual or threatened breach of this Section 8 may cause irreparable harm to the non-breaching party, the extent of which may be difficult to ascertain, and that the non-breaching party would not have an adequate remedy at law in the event of such an actual or threatened breach. Accordingly, the non-breaching party shall be entitled to seek injunctive relief against any actual or threatened breach of this Section 8, in addition to all remedies available to the non-breaching party at law and/or in equity, without the necessity of proving actual or monetary damages.
9.0 Privacy
Customer acknowledges and agrees that use of the Services is subject to Envoy’s privacy practices, which are described in the Privacy Policy, and may be updated from time to time (a current version of which can be found here) (“Privacy Policy”). For the avoidance of doubt, the Privacy Policy details Envoy’s handling and treatment of Customer Content and Account Information.
10.0 Representations and Warranties; Disclaimer; Security.
10.1 Authority Warranty. The individual consenting to this Agreement represents and warrants that he/she has the necessary authority to enter into this Agreement on behalf of himself/herself or the entity he/she is representing, as applicable. If such individual is accepting this Agreement in connection with Customer’s use of the Services on behalf of any entity, Customer acknowledges and agrees that this Agreement will be enforceable against such entity.
10.2 Limited Warranty for Subscription Service. If Customer has paid fees under this Agreement for the Subscription Service, and subject to any Force Majeure Event(s), Envoy represents and warrants that the Subscription Service will operate substantially as described in the online product descriptions written or created by Envoy and made available on the Site. Customer must notify Envoy in writing of any alleged failure by Envoy to comply with this warranty within thirty (30) days of such failure. Upon receipt of such notice, Envoy will either: (a) use commercially reasonable efforts to cure or correct the failure, or (b) terminate the applicable Order and issue a prorated refund for the terminated portion of the Subscription Services. The foregoing sets forth Customer’s exclusive rights and remedies and Envoy’s sole liability for breach of the limited warranty specified herein.
10.3 Limited Warranty for Professional Services. If Customer has paid fees under this Agreement for Professional Services, Envoy represents and warrants that the Professional Services will be provided in a competent and workmanlike manner in accordance with the Order or SOW, as applicable. Customer must notify Envoy in writing of any alleged failure by Envoy to comply with this warranty within thirty (30) days following delivery of the Professional Services. Upon receipt of such notice, Envoy will either: (a) use commercially reasonable efforts to cure or correct the failure, or (b) terminate the Professional Services and issue a prorated refund for the terminated portion of the Professional Services. The foregoing sets forth Customer’s exclusive rights and remedies and Envoy’s sole liability in connection with the limited warranty specified herein.
10.4 Disclaimer. Customer acknowledges that the Services may experience periods of downtime, including but not limited to scheduled maintenance. Customer understands that Envoy cannot and does not guarantee or warrant that files available for downloading from the internet, through the use of the Subscription Service or from the Site will be free of viruses or other destructive code. Customer is responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services and the Site for any reconstruction of any lost data. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE IN THIS SECTION 10, ENVOY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, AND ANY INFORMATION OR MATERIALS RELATED THERETO OR MADE AVAILABLE THEREFROM, WHETHER EXPRESS OR IMPLIED. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ENVOY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. NO IMPLIED WARRANTIES WILL BE DEEMED TO ARISE FROM USAGE OF TRADE, COURSE OF PERFORMANCE, OR COURSE OF DEALING. ENVOY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR COMPATIBLE WITH CUSTOMER’S HARDWARE, SOFTWARE, OR NETWORKS. ENVOY MAKES NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY THIRD-PARTY APPLICATIONS, THIRD-PARTY SERVICE PROVIDERS OR AGENTS, OR COMMUNITY CONTENT, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY THEREFORE. BY USING THE SERVICES OF ENVOY, CUSTOMER AGREES AND ACKNOWLEDGES THAT ITS USE OF THE SERVICES IS AT ITS OWN RISK.
10.5 Security. Customer acknowledges that the network dependency of Envoy and the Services exposes Customer to service disruptions, data bottlenecks, security vulnerabilities, and other inherent risks and limitations of the internet. Each party will adopt and maintain reasonable security measures consistent with industry standards to protect against security threats, viruses, and unauthorized access to the other party’s data and information, including the Confidential Information. Each party will promptly and within forty-eight (48) hours inform the other party of any security breach (as defined by applicable law), unauthorized disclosure, or unauthorized use affecting or potentially affecting such other party and will (a) cooperate in enforcing the other party’s rights against unauthorized users; (b) take such steps as are necessary to promptly mitigate the effects of such disclosure and prevent a recurrence thereof; and (c) comply with applicable laws relating to such disclosure.
11.0 Limitation of Liability.
11.1 Exclusion of Consequential and Related Damages; Cap on Damages. ENVOY WILL NOT BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE, WHETHER IN CONTRACT, TORT, CONTRIBUTION, INDEMNITY, OR UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING UNDER THIS AGREEMENT, EVEN IF ENVOY HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. ENVOY’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO ENVOY UNDER THE ORDER OR SOW TO WHICH THE LIABILITY RELATES DURING THE TWELVE (12) MONTH PERIOD PRIOR IMMEDIATELY PRECEDING ANY CLAIM. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR FOLLOWING THE EVENT GIVING RISE TO SUCH CLAIM. Customer’s sole remedy for any claim or loss arising out of or relating to this Agreement is for Envoy to (1) repair or replace the Subscription Service component or re-perform any Professional Service that gave rise to the claim or loss; or (2) return the fees paid for the Subscription Service component or Professional Service that gave rise to the claim or loss, in each case subject to the limitations of this Section. If Customer does not give written notice to Envoy regarding a claim or loss within six (6) months of its occurrence, the foregoing remedies will cease to be available.
11.2 General. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of this Agreement between the parties. The fees for the Services reflect this allocation of risk and limitation of liability. Customer agrees that these provisions apply even if the remedies are insufficient to cover all of the losses or damages of Customer or fails of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO CUSTOMER TO THE EXTENT PROHIBITED BY LAW.
12.0 Indemnification.
12.1 By Envoy. If Customer has paid fees under this Agreement for the Services, Envoy will defend, indemnify, and hold harmless Customer, Customer’s corporate affiliates, and their respective directors, employees, and agents (“Customer Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party alleging that Customer’s use of the Subscription Service or Work Product in accordance with this Agreement infringes any third party intellectual property rights (each an “Infringement Claim”). Envoy will indemnify Customer Indemnified Parties for any damages, reasonable attorneys’ fees, and costs resulting from an Infringement Claim and finally awarded against Customer or agreed to be paid by Customer in a written settlement approved by Envoy in writing. Notwithstanding the foregoing, Envoy will have no obligation under this Section 12.1 to the extent any alleged infringement arises from: (a) Customer’s use or Customer Users’ use of the Subscription Service or Work Product in combination with technology or services not provided by Envoy, if the infringement would not have occurred but for such combination; (b) Customer Content; (c) Envoy’s compliance with designs, specifications, or instructions provided by Customer if such infringement would not have occurred but for such designs, specifications, or instructions; or (d) use by Customer or Customer Users after notice by Envoy to discontinue use. If Customer is enjoined or otherwise prohibited from using any of the Subscription Service or Work Product or a portion thereof based on an Infringement Claim, then Envoy will, at Envoy’s sole expense and option, either: (i) obtain for Customer the right to use the allegedly infringing portions of the Subscription Service or Work Product; (ii) modify the allegedly infringing portion of the Subscription Service or Work Product so as to render it non-infringing without substantially diminishing or impairing its functionality; or (iii) replace the allegedly infringing portions of the Subscription Service or Work Product with non-infringing items of substantially similar functionality. If Envoy determines that the foregoing remedies are not commercially reasonable, then Envoy may terminate the applicable Order or SOW and issue a prorated refund of fees prepaid by Customer for the terminated portion of the Initial Term or then-current Renewal Term. This Section 12.1 sets forth Envoy’s sole liability and Customer’s sole and exclusive remedy for any actual or alleged infringement by Envoy of any third party intellectual property rights.
12.2 By Customer. Customer will defend, indemnify, and hold harmless Envoy, Envoy’s corporate affiliates, and their respective directors, employees, and agents (“Envoy Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party arising out of: (a) the Customer Content; or (b) Customer’s use or Customer Users’ use of the Subscription Service or Work Product, including, but not limited to, such use in violation of this Agreement or applicable law. Customer will indemnify Envoy Indemnified Parties for any damages, reasonable attorney’s fees, and costs resulting from a claim that Customer is obligated to defend and finally awarded against Envoy or agreed to be paid by Envoy in a written settlement approved by Customer in writing.
“Acceptable Use Policy” has the meaning given in Section 2.3.
“Account Information” means personal information about Customer Users provided to Envoy in connection with the creation or administration of Customer User accounts. For example, Account Information includes names, email addresses, addresses, phone numbers, and other profile information associated with a Customer User account. Account Information does not include aggregate or de-identified information compiled from Account Information that does not identify Customer, any Customer User, or any other individual.
“Confidential Information” has the meaning given in Section 8.1.
“Customer Content” means all data, information, file attachments, text, images, personally identifiable information, and other content that is uploaded, submitted, or entered into the Subscription Service by Customer Users. Customer Content does not include performance or usage metrics, statistical information, technical information or Feedback from Customer or Customer Users.
“Customer Indemnified Parties” has the meaning given in Section 12.1.
“Customer User” means any employee, business customer, sales representative or other authorized representative of Customer, or any other individual with the prior written consent of Envoy, for whom (1) Customer has paid the subscription fee specified in any Order, and (2) Envoy has created a user account, consisting of a username and password.
“Envoy Indemnified Parties” has the meaning given in Section 12.2.
“Infringement Claim” has the meaning given in Section 12.1.
“Initial Term” has the meaning given in Section 6.2.
“Mobile App” means the mobile application the can be download through the Apple App Store, which allows Customer Users to access the Subscription Service on their mobile device.
“Order” means (a) an electronic or tangible order form executed by Customer or (b) online order, setting forth commercial details of a subscription to the Subscription Service and the purchase of associated Professional Services (if any), and incorporating this Agreement by reference.
“Privacy Policy” has the meaning given in Section 9.
“Professional Services” means implementation, configuration, integration, training, advisory, content or photography services, and other professional services related to the Subscription Service that are specified in an SOW or Order.
“Renewal Term” has the meaning given in Section 6.2.
“Representatives” has the meaning given in Section 8.2.
“Site” means Envoy’s website at http://www.envoyb2b.com, its subdomains, related domains, and any other website where this Agreement is posted.
“SOW” means a statement of work or similar document that describes Professional Services, establishes the fees for the Professional Services, references this Agreement, and is executed by an authorized representative of each party.
“Subscription Service” means Envoy’s software system which is provided on a subscription (software-as-a-service) basis only, and is comprised of the following core modules: Security, User Administration, Presentations, Showroom, Assortments, Catalog Management, Ordering, Customer Management, File Distribution, Notifications, Product Management, and Stocktaking; (2) all other components or documentation provided by Envoy in connection therewith, including graphical and user-interface elements; and (3) all patches, updates, enhancements, or other modifications to any of the foregoing. Envoy may add, remove, or modify modules at any time in its sole discretion.
“Term” has the meaning given in Section 6.2.
“Training Resources” means Envoy’s online training portal and the content therein.
“Work Product” means all software, code, materials, ideas, deliverables, and items that are conceived, made, discovered, written, or created by Envoy’s personnel in connection with providing the Professional Services.
APPENDIX A
Service Level Expectations
Envoy will use commercially-reasonable efforts to make the Subscription Service continuously available at least 99% of the time in any calendar month, excluding unavailability due to (1) the acts or omissions of Customer, its affiliates, or their respective personnel, or Customer’s hardware or software; (2) failure of internet infrastructure, including internet connectivity; (3) disruptions arising from malicious or unlawful acts of third parties; (4) Envoy’s regular maintenance interval as defined below; and (5) any other Force Majeure Event (collectively, “Exceptional Circumstances”).
Envoy may take the Subscription Service offline (i.e. make the Subscription Service unavailable) for maintenance as is reasonably required in order to maintain the proper functionality of the Subscription Service. Envoy shall provide Customer with at least 24-hours’ advance notice of any maintenance to be performed outside of the regular maintenance interval. The regular maintenance interval is Saturday, 9 to 10 AM U.S. Eastern Time, during which time Envoy may take the Subscription Service offline at its discretion and without notice.
“Problem” means any condition that interferes with the availability of the Subscription Service. During normal business hours (8 AM to 5 PM U.S. Eastern Time, Monday through Friday, holidays excepted), Envoy shall provide Customer with technical assistance by telephone and email for Problems. Contact: support@envoyb2b.com, 1.844.462.7776. Except under Exceptional Circumstances, Problem resolution time will be prompt, and clear timeframes for resolution of Problems will be communicated to Customer.
Envoy utilizes the cookies below in providing our application, our knowledgebase and on our website. This list of cookies may be updated from time to time. For more information about Envoy’s use of cookies and privacy practices, please visit the Envoy Privacy Policy.
First Party
These cookies are our own and are controlled by us. Our application, knowledgebase and website may use first party cookies in several places. We have listed each of them below in detail explaining why we use them and how long they will last. None of these cookies contain personal information.
Third Party
These cookies are generated from other companies’ internet tools which we are using to enhance our websites. As we use a number of suppliers who may set cookies on their websites’ behalf, we do not control the dissemination of these cookies. You should check third party websites for more information pertaining to their cookies and their use. We have listed third party cookies used below explaining why they are used.
App Cookies
|
Name |
Provider |
Purpose |
Duration |
Type |
|
SESSION |
First Party |
To keep the user logged in |
Duration of the session |
HTTP Cookie |
|
cookie-consent |
First Party |
Cookie consent tracking |
Persistent |
HTTP Cookie |
|
language |
First Party |
To remember the user’s chosen language |
Persistent |
HTTP Cookie |
|
CASE_PACK_MODE |
First Party |
To store the last known product search mode |
Persistent |
HTTP Cookie |
|
SEARCH_MODE |
First Party |
To store the last known item entry mode |
Persistent |
HTTP Cookie |
|
ORDER_KIT_SELECTIONS |
First Party |
To store the last order kit items selected |
Persistent |
HTTP Cookie |
|
ASSET_DOWNLOAD_TERMS_SESSION |
First Party |
Confidentiality consent tracking |
Persistent |
HTTP Cookie |
|
AWSELB |
First Party |
This cookie helps to ensure that the website loads efficiently by distributing visits across multiple servers |
Session |
HTTP Cookie |
|
_ga |
Third Party – Google Analytics |
Registers a unique ID that is used to generate statistical data on how the visitor uses the website |
2 years |
HTTP Cookie |
|
_gat_Envoy |
Third Party – Google Analytics |
Used by Google Analytics to throttle request rate |
Session |
HTTP Cookie |
|
_gid |
Third Party – Google Analytics |
Registers a unique ID that is used to generate statistical data on how the visitor uses the website. |
Session |
HTTP Cookie |
|
product_setup_search_mode |
First Party |
Used to track product search mode |
Persistent |
HTTP Cookie |
Necessary cookies help make a website usable by enabling basic functions like page navigation and access to secure areas of the website. The website cannot function properly without these cookies.
|
Name |
Provider |
Purpose |
Duration |
Type |
|
CookieConsent |
First Party |
Cookie consent tracking |
||
|
__cfduid |
Third Party – Zendesk |
Used by the content network, Cloudflare, to identify trusted web traffic. |
1 year |
HTTP Cookie |
|
__cfruid |
Third Party – Zendesk |
Used by the content network, Cloudflare, to identify trusted web traffic. |
Session |
HTTP Cookie |
|
_help_center_session |
Third Party – Zendesk |
Preserves user’s states across page requests. |
Session |
HTTP Cookie |
|
_zendesk_session |
Third Party – Zendesk |
Preserves user’s states across page requests. |
Session |
HTTP Cookie |
|
_zendesk_shared_session |
Third Party – Zendesk |
Preserves user’s states across page requests. |
Session |
HTTP Cookie |
|
_zendesk_thirdparty_test |
Third Party – Zendesk |
Checks if third party cookies are enabled in your web browser. |
Session |
HTTP Cookie |
|
OptanonConsent |
Third Party – Full Story |
Cookie consent tracking |
Session |
HTTP Cookie |
|
OptanonAlertBoxClosed |
Third Party – Full Story |
Cookie consent tracking |
Session |
HTTP Cookie |
Preference cookies enable a website to remember information that changes the way the website behaves or looks, like your preferred language or the region that you are in.
|
Name |
Provider |
Purpose |
Duration |
Type |
|
Lang |
Third Party - LinkedIn |
Remembers the user's selected language version of a website |
Statistic cookies help website owners to understand how visitors interact with websites by collecting and reporting information anonymously.
|
Name |
Provider |
Purpose |
Duration |
Type |
|
_ga |
Third Party – Google Analytics |
Registers a unique ID that is used to generate statistical data on how the visitor uses the website |
2 years |
HTTP Cookie |
|
_gat_Envoy |
Third Party – Google Analytics |
Used by Google Analytics to throttle request rate |
Session |
HTTP Cookie |
|
_gid |
Third Party – Google Analytics |
Registers a unique ID that is used to generate statistical data on how the visitor uses the website. |
Session |
HTTP Cookie |
|
collect |
Third Party – Google Analytics |
Used to send data to Google Analytics about the visitor's device and behavior. Tracks the visitor across devices and marketing channels |
Session |
Pixel |
|
vuid |
Third Party – Vimeo |
Collects data on the user's visits to the website, such as which pages have been read |
2 years |
HTTP Cookie |
|
fs_uid |
Third Party – Full Story |
This cookie is used by FullStory for session tracking. |
Persistent |
HTTP Cookie |
|
optimizelyEndUserId |
Third Party – Full Story |
This cookie is used by FullStory to improve the user’s experience and the appearance of the site. |
1 year |
HTTP Cookie |
Marketing cookies are used to track visitors across websites. The intention is to display ads that are relevant and engaging for the individual user and thereby more valuable for publishers and third party advertisers.
|
Name |
Provider |
Purpose |
Duration |
Type |
|
__widgetsettings |
Third Party – Twitter |
Twitter ad tracking |
Persistent |
HTML Local Storage |
|
Anj |
Third Party – App Nexus |
This cookie allows GSMA and its partners to target tailored advertising through the App Nexus Platform. |
3 months |
HTTP Cookie |
|
bcookie |
Third Party – LinkedIn |
Browser ID cookie |
2 years |
HTTP Cookie |
|
BizoID |
Third Party – LinkedIn |
LinkedIn Ad analytics |
6 months |
HTTP Cookie |
|
bscookie |
Third Party – LinkedIn |
Secure browser ID cookie |
1 year |
HTTP Cookie |
|
IDR |
Third Party – Google DoubleClick |
Used by Google DoubleClick to register and report the website user's actions after viewing or clicking one of the advertiser's ads with the purpose of measuring the efficacy of an ad and to present targeted ads to the user. |
2 years |
HTTP Cookie |
|
lidc |
Third Party - LinkedIn |
Used by the social networking service, LinkedIn, for tracking the use of embedded services |
Session |
HTTP cookie |
|
local_storage_support_test |
Third Party – Twitter |
Twitter ad tracking |
Persistent |
HTML Local Storage |
|
pagead/1puserlist/956307319 |
Third Party - Google |
Pending |
Session |
Pixel |
|
r/collect |
Third Party – Google DoubleClick |
This cookie is used to send data to Google Analytics about the visitor's device and behavior. It tracks the visitor across devices and marketing channels. |
Session |
Pixel |
|
test_cookie |
Third Party – Google DoubleClick |
Used to check if the user's browser supports cookies. |
Session |
HTTP Cookie |
|
uuid2 |
Third Party – adnxs.com |
Registers a unique ID that identifies a returning user's device. The ID is used for targeted ads. |
3 Months |
HTTP Cookie |
Unclassified cookies are cookies that we are in the process of classifying, together with the providers of individual cookies.
|
Name |
Provider |
Purpose |
Duration |
Type |
|
__widgetsettings |
Third Party – Twitter |
Twitter ad tracking |
Persistent |
HTML Local Storage |
|
_gcl_au |
First Party |
Pending |
3 Months |
HTTP Cookie |
|
google_experiment_mod |
Third Party – Google |
Pending |
Persistent |
HTML Local Storage |
|
connect.sid |
Third Party – Google |
Pending |
Session |
HTTP Cookie |
Necessary cookies help make a website usable by enabling basic functions like page navigation and access to secure areas of the website. The website cannot function properly without these cookies.
|
Name |
Provider |
Purpose |
Duration |
Type |
|
Cookieconsent_status |
First Party |
Cookie consent tracking |
1 year |
|
|
NID |
Third Party – Google |
Used to show Google ads in Google services for signed-out users |
6 months |
HTTP Cookie |
|
__cfduid |
Third Party – Zendesk |
Used by the content network, Cloudflare, to identify trusted web traffic. |
1 year |
HTTP Cookie |
|
__cf_bm |
Third Party – Zendesk |
Generic CloudFlare functional cookie |
4 hours |
HTTP Cookie |
|
__cfruid |
Third Party – Zendesk |
Used by the content network, Cloudflare, to identify trusted web traffic. |
Session |
HTTP Cookie |
|
fs_uid |
Third Party – Full Story |
Used to track session for Full Story |
Session |
HTTP Cookie |
