General Terms and Conditions – Enliven Social Enterprise B.V.

Version May 14, 2025 – applicable to all agreements from this date. Always consult the latest version at www.enlivenempathy.com/general-terms.

These Terms and Conditions (capitalized terms have the meaning set out in Article 1 below) govern the use of the Platform and the provision of Services by Enliven, and form an integral part of the Agreement between the Customer and Enliven.

Article 1: Definitions
For the purpose of these Terms and Conditions and all related documents, the capitalized terms as defined below shall have the following meanings:

1.1  Registering Your Account

Only Customers (and their authorized Users) may register an account to use the Platform. In registering an account, the Customer represents that it is a valid business entity or organization, and that the individual completing the registration is duly authorized to act on the Customer’s behalf. The Customer (or the User, as applicable) must provide accurate, current, and complete information during the registration process. Enliven reserves the right to verify any information provided and to reject or terminate an account if the information is found to be false, misleading, or violating any requirements.

1.2  Registering Data

When creating an account or using the Platform, the Customer and its Users may be required to provide certain data (such as names, contact details, and other information). The Customer guarantees that all data provided is truthful, accurate, and up-to-date, and will promptly update any information as necessary. All personal data provided to Enliven will be handled in accordance with applicable data protection laws and Enliven’s Privacy Statement. By registering and providing data, the Customer consents (and confirms that its Users consent) to the processing of such data by Enliven for the purposes of account administration and provision of the Services.

1.3  Your Account

The Customer is responsible for maintaining the confidentiality of login credentials (usernames, passwords, or other security information) for its account and for each of its Users’ accounts. The Customer must ensure that each User keeps their account credentials secure and does not share them with any unauthorized person. The Customer is liable for all activities that occur under its account (including activities of its Users). The Customer shall promptly notify Enliven of any suspected unauthorized access to or use of its account or any other breach of security. Enliven is not liable for any loss or damage arising from the Customer’s failure to comply with these account security obligations.

The Customer and its Users may provide Enliven with comments, suggestions, or feedback regarding the Platform or Services (“Feedback”). While providing Feedback is optional, any Feedback submitted is appreciated and will be used to improve Enliven’s products and services. By submitting Feedback, the Customer grants Enliven a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free right and license to use, copy, modify, and incorporate the Feedback into Enliven’s products and services without any obligation to the Customer or its Users. Enliven is not required to treat Feedback as confidential and may use it for any purpose. The Customer will not give Feedback that includes confidential or proprietary information of the Customer or any third party, and Enliven assumes no obligation for any such information inadvertently received.

3.1  Use of the Services

Enliven retains all rights, title, and interest in and to the Platform and Services, including all associated intellectual property rights. Subject to the Customer’s compliance with the Agreement and these Terms and Conditions, Enliven grants the Customer (and its authorized Users) a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and Services during the term of the Agreement, solely for the Customer’s internal business purposes. All rights not expressly granted to the Customer are reserved by Enliven. The Customer and its Users shall not: (a) use the Platform or Services for any purpose other than as permitted under the Agreement; (b) copy, modify, adapt, or create derivative works of the Platform, Services, or any part thereof; (c) reverse-engineer, decompile, decrypt, or otherwise attempt to derive the source code of any software underlying the Platform or Services, except to the limited extent allowed by applicable law notwithstanding this restriction; (d) remove, obscure, or alter any proprietary notices or markings on the Platform or within the Services; or (e) allow any unauthorized third party to access or use the Platform or Services.

3.2  Trademarks

“Enliven”, the Enliven logo, and any other product or service names or slogans displayed on the Platform or as part of the Services are trademarks or registered trademarks of Enliven (or its licensors). The Customer is not granted any right or license to use any of these trademarks, except as necessary for factual reference to Enliven’s products and services or with Enliven’s prior written consent. All goodwill arising from any authorized use of Enliven’s trademarks shall inure solely to the benefit of Enliven. The Customer shall not remove, alter, or obscure any trademarks or branding that appear within the Platform or Services.

3.3  Software

Any software, applications, or code made available by Enliven as part of the Platform or Services (collectively, “Software”) is licensed, not sold, to the Customer and its Users for use only under the terms of the Agreement. Enliven (and its licensors, if applicable) retain ownership of all Software and any copies thereof. The Customer and Users may only use the Software as necessary to use the Platform and Services in accordance with the Agreement, and shall not distribute, sell, sublicense, or otherwise transfer the Software to any third party. Enliven may from time to time update or modify the Software, and may, in its discretion, require the Customer to use the most recent version. Any such updates or modifications are subject to these Terms and Conditions. The Customer and its Users shall not circumvent or attempt to circumvent any technical protections or usage limits embedded in the Software or Platform.

Each Party shall keep confidential and not disclose or use any Confidential Information of the other Party except as strictly necessary to perform its obligations or exercise its rights under the Agreement. The receiving Party shall protect the disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable standard of care. Confidential Information shall only be disclosed to the receiving Party’s employees, agents, or subcontractors who need to know it for purposes of the Agreement and who are bound by confidentiality obligations at least as protective as those in these Terms and Conditions.

The obligations in this Article 4 do not apply to any information that the receiving Party can demonstrate: (a) was already lawfully known to or independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, or (b) was published or generally known to the public at the time of disclosure through no fault of the receiving Party, or (c) was lawfully obtained by the receiving Party from a third party who had the right to disclose it without breaching any confidentiality obligation, or (d) is required to be disclosed by law or by a valid order of a court or other governmental authority (in such event, the receiving Party will use reasonable efforts to notify the disclosing Party in advance and cooperate, at the disclosing Party’s expense, in any effort to obtain confidential treatment for the information).

Each Party’s confidentiality obligations shall commence upon disclosure of Confidential Information and remain in effect for the duration of the Agreement and five (5) years after its termination, except with respect to any trade secrets (as defined by applicable law) which shall be protected indefinitely. Upon termination of the Agreement (or sooner upon request), the receiving Party shall return or destroy (at the disclosing Party’s option) all Confidential Information of the disclosing Party in its possession, and certify the same if requested, except to the extent that retention of certain information is required by law or for routine computer system back-up purposes (in which case the receiving Party will continue to protect such information). The provisions of this Article 4 shall not restrict Enliven’s right to collect and use data as described in the Privacy Statement or as otherwise permitted under the Agreement.

The Platform or Enliven’s website may contain links to third-party websites or resources that are not owned or controlled by Enliven. These links are provided for convenience only. Enliven does not endorse and is not responsible or liable for the content, products, services, or information on or available from any linked third-party websites. The Customer and its Users acknowledge that if they access a third-party link, they do so at their own risk. Any use of third-party websites or resources is subject to the terms and conditions and privacy policies of those third parties, and not these Terms and Conditions. Enliven will not be liable for any damages or losses arising from or relating to the Customer’s or its Users’ interaction with such third-party links or resources.

Enliven may from time to time offer special promotions, free trials, discounts, or referral programs to its Customers. Any such promotions or offers are provided at Enliven’s discretion and may be subject to additional terms and conditions which will be communicated to the Customer. Enliven reserves the right to modify or discontinue any promotional offer at any time without advance notice, provided that such change will not affect any benefit already earned or provided under the promotion. Unless otherwise stated, promotional offers are non-transferable, not redeemable for cash, and are void where prohibited by law.

Separately, the Customer agrees that Enliven may include the Customer’s name, logo, and general information about the Customer as part of Enliven’s promotional or marketing materials. For example, Enliven may identify the Customer as a client of Enliven on its website or in presentations. Enliven will use the Customer’s name and logo in accordance with any brand guidelines provided by the Customer. If the Customer does not wish to be included in such promotional use, the Customer can notify Enliven in writing, and Enliven will promptly comply with such request. Likewise, with Enliven’s prior written consent, the Customer may publicly refer to itself as a client of Enliven and may use Enliven’s name and logo for that limited purpose, in accordance with Enliven’s instructions or guidelines.

The Customer shall indemnify, defend, and hold harmless Enliven and its affiliates, and their respective directors, officers, employees, and agents (each an “Indemnified Party”), from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and court costs) arising out of or in connection with: (a) the Customer’s or its Users’ use of the Platform or Services in violation of these Terms and Conditions or any applicable law; (b) any content or data provided by the Customer or its Users (including any allegation that such content or data infringes the intellectual property or privacy rights of a third party); or (c) any other breach by the Customer of the Agreement or these Terms and Conditions. The Indemnified Party shall provide the Customer with prompt written notice of any such claim and permit the Customer to control the defense and settlement of the claim, except that the Customer shall not settle any claim in a manner that imposes any liability or admission of fault on an Indemnified Party without that party’s prior written consent. Enliven shall have the right to participate in the defense of the claim with counsel of its own choosing at its own expense. This indemnity obligation will survive termination of the Agreement.

Enliven provides the Platform and Services on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, Enliven disclaims all warranties, conditions, and representations of any kind, whether express, implied, or statutory, including, without limitation, any warranties of title, non-infringement, merchantability, satisfactory quality, fitness for a particular purpose, or that the Platform or Services will be secure, uninterrupted, error-free, or free of viruses or other harmful components. No advice or information obtained by the Customer or any User from Enliven or through the Platform shall create any warranty not expressly stated in these Terms and Conditions. Enliven does not guarantee any specific results from the use of the Services or that the Platform will meet the Customer’s requirements. The Customer acknowledges that the Platform involves innovative training tools (including virtual reality experiences) and that individual experiences may vary; Enliven makes no guarantee regarding the impact on workplace behavior or any other outcomes as a result of using the Services.

Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent such laws apply, some of the above exclusions may not apply to the Customer. In such case, any implied warranties shall be limited in duration to the minimum period permitted by law.

9.1  Disclaimer of Certain Damages.

To the maximum extent permitted by law, in no event will either Party be liable to the other Party for any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever, arising out of or in connection with the Agreement or the use of or inability to use the Platform or Services, even if that Party has been advised of the possibility of such damages or if such damages are foreseeable. This exclusion of certain damages includes, without limitation, any losses of profits, revenue, business opportunity, anticipated savings, data, use, goodwill, or other intangible losses. The Parties agree that the foregoing limitations represent a reasonable allocation of risk and shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

9.2  Cap on Liability

To the maximum extent permitted by law, the total cumulative liability of Enliven to the Customer for all claims arising out of or relating to the Agreement or the use of the Platform or Services shall not exceed the total amount of fees paid (or payable) by the Customer to Enliven under the Agreement in the twelve (12) months immediately preceding the event giving rise to the claim. If the Agreement has not been in effect for twelve months at the time of the event, the liability cap shall be calculated based on the average monthly fees paid multiplied by twelve. In the event that the Customer has paid no fees for the use of the Platform or Services (for example, during a free trial period), Enliven’s total liability shall not exceed USD $100.00 (one hundred U.S. dollars). The existence of multiple claims or causes of action under or related to the Agreement will not enlarge the foregoing liability cap. The Customer agrees that this limitation of liability is an essential part of the agreement between the Parties and that, were Enliven to assume any further liability, the fees charged for the Services would be significantly higher.

9.3  Content

The Customer acknowledges that it is solely responsible for any content, data, or materials that the Customer or its Users create, upload, or input into the Platform or otherwise provide to Enliven in connection with the Services (“Customer Content”). Enliven does not monitor or pre-screen Customer Content and acts merely as a passive conduit for the distribution of such Content within the Platform. Enliven disclaims any and all responsibility for Customer Content. The Customer warrants that it has all necessary rights and permissions to use and submit any Customer Content and that none of the Customer Content will violate any law or infringe the rights of any third party. The Customer will indemnify Enliven for any third-party claims arising from Customer Content, as described in Article 7 (Indemnification) above. Enliven is not responsible for any deletion, correction, destruction, damage, loss, or failure to store any Customer Content, except to the extent caused by Enliven’s willful misconduct or gross negligence. The Customer should ensure that it maintains backup copies of any important data or content. Additionally, any content or information presented by Enliven as part of the Services (such as training modules, scenarios, or analytical reports) is provided for informational and educational purposes. Enliven does not guarantee the accuracy, completeness, or usefulness of such content for the Customer’s specific needs, and the Customer uses and relies on it at its own discretion and risk.

9.4  Basis of the Bargain

The Customer acknowledges and agrees that Enliven has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth in these Terms and Conditions. The Parties agree that these disclaimers and limitations allocate risk between the Parties and are an essential part of the bargain between them. In the absence of such limitations, the economic terms of the Agreement would be substantially different.The limitations of liability specified in this Article 9 will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.

10.1  Termination

The Agreement is effective from the date it is entered into by the Parties and, unless earlier terminated in accordance with this Article 10, continues for the term specified in the Agreement (or related engagement letter, quote, or invoice). Either Party may terminate the Agreement immediately by giving written notice to the other Party if the other Party: (a) commits a material breach of any provision of the Agreement or these Terms and Conditions and (if such breach is curable) fails to cure that breach within thirty (30) days after receiving written notice of the breach from the non-breaching Party; or (b) becomes insolvent, is liquidated or dissolved, or ceases substantially all of its business operations, or if any bankruptcy or insolvency proceeding is commenced by or against that Party (and, in the case of an involuntary proceeding, not dismissed within sixty (60) days). In addition, Enliven may terminate the Agreement or suspend the Customer’s access to the Platform and Services immediately upon written notice if the Customer fails to pay any amount due on time and such failure continues for fifteen (15) days after written notice from Enliven, or if the Customer (or any of its Users) violates the license terms or usage restrictions set forth in Article 3.1 (Use of the Services) or otherwise uses the Platform in a manner that Enliven reasonably deems to be unlawful or to pose a security, risk or liability issue.

Unless otherwise agreed in writing, the Customer may not terminate the Agreement for convenience during any agreed subscription term for the Services. If no specific term is set forth in the Agreement, either Party may terminate an ongoing Services arrangement for convenience by providing thirty (30) days’ prior written notice to the other Party, provided that no such termination for convenience by the Customer will entitle the Customer to a refund of any fees paid in advance.

10.2  Effect of Termination

Upon expiration or termination of the Agreement for any reason: (a) all rights granted to the Customer under the Agreement and these Terms and Conditions shall immediately cease, including the Customer’s and its Users’ right to access or use the Platform or Services; (b) the Customer shall promptly pay all outstanding amounts owed to Enliven as of the date of termination (if any), and any invoices issued thereafter for fees accrued prior to termination shall be payable immediately upon receipt; (c) the Customer shall immediately cease using and delete or destroy all Software, documentation, or Confidential Information of Enliven in its possession or control (except to the extent retention is required by law), and, upon request, provide Enliven with written certification of such deletion or destruction; and (d) each Party shall promptly return or destroy the other Party’s Confidential Information as described in Article 4. Enliven may at its sole discretion retain or delete any Customer Content remaining on the Platform after termination, in accordance with its internal policies. The Customer is advised to export or back up any Customer Content it wishes to retain prior to the effective date of termination.

Any provisions of these Terms and Conditions that by their nature should survive termination (including, but not limited to, provisions regarding confidentiality, ownership, indemnification, warranty disclaimers, limitations of liability, and dispute resolution) shall survive the expiration or termination of the Agreement. Termination of the Agreement shall be without prejudice to any rights or liabilities that have accrued prior to the date of termination. Except as expressly provided otherwise in the Agreement, Enliven shall not be liable to the Customer for any compensation, reimbursement, or damages of any kind solely by reason of termination of the Agreement in accordance with its terms, including for any prospective profits or losses on anticipated sales, or on account of any expenditures, investments, or commitments made by the Customer in connection with the Agreement or in reliance on its continuance.

10.3  No Subsequent Registration

If the Agreement is terminated by Enliven due to the Customer’s breach or misconduct, the Customer (including its Users or anyone acting on its behalf) is prohibited from re-registering for or accessing the Platform or Services under a new account or name without Enliven’s prior written consent. Enliven reserves the right to block or refuse any new account or access attempt by the Customer (or its Users) in such circumstances. Likewise, an individual User who has been removed or banned from the Platform for violating these Terms and Conditions is not permitted to re-register for the Platform under another account or name. This provision is intended to prevent circumvention of termination and to protect Enliven’s rights and the integrity of the Services.

These Terms and Conditions and any disputes arising out of or in connection with the Agreement or the Services shall be governed by and construed in accordance with the laws of the Netherlands, excluding its conflict of law rules. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to the Agreement or these Terms and Conditions.

The Parties will first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to the Agreement or the Services through negotiations between senior management of each Party. If a dispute cannot be resolved amicably within a reasonable time (not to exceed thirty (30) days from the commencement of negotiations, unless extended by mutual agreement), then, subject to the below, either Party may submit the dispute to the competent courts. Each Party irrevocably consents to the exclusive jurisdiction of the competent courts in Arnhem, the Netherlands (or the court that has jurisdiction in the district where Enliven has its registered office, as Enliven may elect) for the resolution of any dispute arising out of or relating to the Agreement or these Terms and Conditions, except that Enliven may seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information. Each Party waives any objection to the venue and jurisdiction of such courts on grounds of inconvenient forum or otherwise.

Notwithstanding the foregoing, nothing in this Article 11 shall prevent either Party from seeking preliminary injunctive or other temporary equitable relief in a court of competent jurisdiction if necessary to prevent immediate and irreparable harm. Any claim or cause of action by the Customer arising out of or related to the Agreement or the Services must be brought within one (1) year after the claim first accrued; otherwise, such claim or cause of action is permanently barred, which means that the Parties will not have the right to assert it. This limitation period does not apply to claims for non-payment or to the enforcement of a judgment or indemnity obligations.