Marketing Terms of Service

Invelo, Inc. (“Invelo”) is an online real estate investor platform that strengthens and streamlines your lists, leads, sales and marketing campaigns (the “Platform”). The following Marketing Terms of Service (“Marketing Terms”) govern your use of any and all marketing tools and resources of Invelo, its systems, applications and the Platform. By registering to use Invelo and accepting Invelo's Terms and Conditions, you agree to be bound by these Marketing Terms and acknowledge that you have the right to and legal authority to bind yourself and/or other entity to these Terms.

1. Use of Invelo's Platform and Services. By registering for Invelo and accepting these Marketing Terms, you are granted a revocable, non-exclusive, non-transferable, limited right and license to access and use the Platform to build and manage your real estate sales pipeline in accordance with your chosen subscription plan. You may not under any circumstances use the Platform and its services in any other manner absent our express consent. The term of your license shall commence on the date that you create your account and will end if your account is terminated by either you or us. Invelo reserve the right to immediately terminate your license if you use the Platform in breach of the Marketing Terms set forth herein. Invelo retains all right, title and interest in and to the Platform, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, and all other rights whether registered or not and all applications thereof. The Platform is protected by applicable laws and treaties worldwide, and may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without our prior written consent.
   
   With respect to specific marketing services provided by Invelo and the Platform, the below provisions apply:
   
   
   • Skip Tracing Invelo offers skip tracing for both individuals and business entities such as corporations, limited liability companies and related entities. The cost for each skip trace service is based on your subscription plan or an agreed upon price with Invelo based on a “Bulk Marketing” discount, as applicable.
     
     To use Invelo's skip tracing services, you must supply sufficient funds to your Invelo Wallet. You will be charged for this service based on a 100% success rate. You acknowledge that skip tracing involves research of public records and publicly available information. You understand the cost of your selected skip tracing services is an estimate and Invelo reserves the right to amends such costs based on the services provided. You further authorize Invelo to charge your Invelo Wallet should additional costs be needed. Invelo makes no representation, warranty or guaranty as to whether an individual or business entity skip tracing will yield a successful result. As such, Invelo and will credit your Invelo Wallet for any unsuccessful skip traces.
     
     In your use of Invelo's skip tracing services, you bear all responsibilities for complying with any and all applicable laws or regulations and you shall indemnify and hold harmless Invelo and its respective officers, directors and employees for any expenses, costs, claims, losses or liability (including attorneys' expenses and in-house legal expenses) directly related to such wrongful or unlawful use of skip tracing services.
     
     
   • Ringless Voicemail Invelo offers ringless voicemail services that permits you leave ringless voicemails on prospective customers' answering services. Invelo's ringless voicemail services permit you to send 100 ringless voicemails per hour between the hours of 10:00am and 5:00pm in the selected marketing profile time zone. The caller identification number will reflect the selected marketing profile's area code, if available. Returned calls will be forward to the selected marketing profile's phone number.
     
     To use Invelo's ringless voicemail services, you must supply sufficient funds to your Invelo Wallet. You will be charged for this service based on a 100% success rate meaning that a ringless voicemail has been left to a prospective customer. If a ringless voicemail was unsuccessfully left with a prospective customer (i.e., the prospective customer's voicemail inbox was full), your Invelo Wallet will be credited the cost of that unsuccessful ringless voicemail. The cost for ringless voicemail services is based on your subscription plan or an agreed upon price with Invelo based on a “Bulk Marketing” discount, as applicable. Invelo makes no representation, warranty or guaranty as to whether Invelo's ringless voicemail services will yield successful results or will to lead to prospective customer engagement.
     
     In using Invelo's marketing services, you will at times contact customers and prospective customers provided by Invelo. For each customer contact, you are obligated to comply with the terms of the Telephone Consumer Protection Act of 1991, as it may be amended (the “TCPA”) and with Do-Not-Call list requirements. You shall have sole responsibility of establishing methods and procedures to ensure compliance with the TCPA and Do-Not-Call list requirements. You are responsible for informing and training each of your employees, contractors, and representatives who will be marketing or selling using Invelo's marketing services on all such methods and procedures.
     
     You shall have sole responsibility to ensure compliance with all applicable local, state, federal, and foreign laws, including without limitation (1) the Federal Trade Commission's Telemarketing Sales Rule (“TSR”), (2) the Telephone Consumer Protection Act and all regulations promulgated thereunder by the Federal Communications Commission (together, the “TCPA”), (3) Do-Not-Call (“DNC”) list prohibitions, (4) state telemarketing and teleservices laws and regulations including without limitation calling time/day restrictions and DNC prohibitions, (5) licensing and bonding requirements, (6) consumer cancellation rights, (7) mandatory disclosures, (8) wireless calling restrictions, (9) restrictions on the use of automated telephone dialing systems and pre-recorded messages, (10) text messaging restrictions, (11) opt-out rules, (12) call recording laws, (13) record retentions requirements, (14) direct mail rules and best practices, (15) intellectual property rights and restrictions, (16) CAN-SPAM Act and related email rules, and (17) laws and regulations relating to the collecting, use, disclosure, and protection of Personal Information including without limitation the California Consumer Privacy Act and New York Stop Hacks and Improve Electronic Data Security Act; (iv) not engage in any use of the Services while driving; (v) take no action that harms or threatens to harm the safety of any third party; and (vi) have sole responsibility for any text messages sent or received using the Services, including any text messages received by unintended recipients, and for the legality and appropriateness thereof. Further, Customer is solely responsible for compliance with industry best practices regarding the use of text messages including without limitation the Cellular Telephone Industry Association's Messaging Principles & Best Practices. Invelo does not assume responsibility for ensuring that you are in compliance with applicable legal requirements or industry best practices. Invelo cannot guarantee that you have the legal right to contact individuals using contact information provided by the Platform, all subscription features, ancillary services and/or other materials or services provided by Invelo and it is your sole obligation to ensure that it has proper consent or other legal exemption. Invelo's provision of recommendations, advice, or sample communications does not relieve you of you sole responsibility for compliance with any and all applicable legal requirements and industry best practices. Invelo is not responsible for any failure of a DNC or wireless list provider to deliver its data accurately, completely, or in a timely fashion.
     
     In the event that you contact a customer, lead or prospective in violation of the TCPA, or any other applicable law or regulation, you shall indemnify and hold harmless Invelo and its respective officers, directors and employees for any expenses, costs, claims, losses or liability (including attorneys' expenses and in-house legal expenses) directly related to such wrongful contact.
     
     
   • Email In using Invelo's email services, you may integrate Invelo's email service through the selected marketing profile's connected Gmail account. You are permitted to send a maximum of 200 emails per day between the hours of 10:00am and 5:00pm in the selected marketing profile time zone. There is not cost to sending emails.
     
     You are responsible for maintaining the security of all your accounts, and you are fully responsible for all activities that occur under all your email account(s) and any other actions taken in connection with your email account(s). You must immediately notify Invelo of any unauthorized uses of your email account(s) or any other breaches of security.
     
     You are not allowed to use integrated Invelo's email services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third-party privacy or other rights.
     
     You acknowledge that jurisdiction vary in the manner that commercial electronic mail transmissions are regulated. It is your sole responsibility to verify and to comply with the applicable laws, rules and regulations that govern the transmission of such messages you send in connection with Invelo, the Platform, all subscription features, ancillary services and/or other materials or services. It is your sole responsibility to ensure that you strictly comply with the federal CAN-SPAM Act of 2003. All emails sent in connection with Invelo, the Platform, all subscription features, ancillary services and/or other materials or services must include the appropriate party's opt-out link. You acknowledge that you have not to relied upon Invelo's approval of any email for compliance with the federal CAN-SPAM Act of 2003, or assert any claim that you are in compliance with the Act based upon Invelo's approval.
     
     Invelo will not be liable for any acts or omissions by you, including any damages and/or lawsuits of any kind incurred as a result of such acts or omissions from your activity within your Invelo subscription or third-party email account(s). In the event that you email a customer, lead or prospective in violation of the federal CAN-SPAM Act of 2003, or any other applicable law or regulation, you shall indemnify and hold harmless Invelo and its respective officers, directors and employees for any expenses, costs, claims, losses or liability (including attorneys' expenses and in-house legal expenses) directly related to such wrongful communication.
     
     
   • Direct Mail Services As part of Invelo's Direct Mailing Services, Invelo, its agents and representatives, will assist you with the printing, mailing preparation and mailing your direct mail. With respect to these services, you are responsible for the accuracy of your print-ready proof including spelling, layout, and any other design related features. By approving your proof, you are certifying that the materials are final and ready for printing. You acknowledge that Invelo, in its discretion, may change the format of an approved proof to ensure that a direct mailing meets Invelo's quality standards. The cost for direct mailing services is based on your subscription plan or an agreed upon price with Invelo based on a “Bulk Marketing” discount, as applicable.
     
     You acknowledge and understand that electronic proofs do not show transparency and overprint issues. Please take note that an online proof is not an accurate color reproduction of the final printed piece but is a final opportunity for you to check the layout, bleeds, crops, and final text.
     
     Invelo will reproduce color from submitted print-ready files as closely as possible but cannot exactly match color and density. Because of inherent limitations with the printing process, as well as neighboring image ink requirements, exact colors are not guaranteed. Invelo will make commercially reasonable efforts to best match the gradient density of each color. Invelo is not responsible for color variations between submitted files and the final printed materials. Under no circumstances will Invelo reprint materials for color variations that have occurred during the printing process. Invelo cannot guarantee that orders will be fulfilled using the same paper int he case of a paper shortage. Paper/materials may be inconsistent due to this.
     
     The proof of Real Penned Letters is a digitalized proof of our handwriting font and will look different from the final product. Invelo is not responsible for the smudging, or ink splatter on our real penned products. These small imperfections make the product more authentic and are considered an asset.
     
     You understand and acknowledge you bear the responsibility to the timeliness of your submission of direct mailings to Invelo and that your approved direct mailing to Invelo is subject to the below production timelines:
     
     Processing Period: The processing period for direct mailing services is 4 days before direct mail is scheduled to be delivered to mail delivery services. Once the processing period starts, your Invelo Wallet will be charged for the full amount of records that will be fulfilled and all information will be transmitted to Invelo's direct mail vendor. Once the processing period starts, you will not be able to make further changes once you submit your direct mailing services marketing campaign for production.
     
     Production Time: Invelo uses commercially reasonable efforts to complete direct mail services, including production and shipping dates. Quoted and published ship or mail dates are best estimates and not to be considered guarantees. Invelo expects to start processing direct mail services within four days of receipt.
     
     Mail Delivery Services: Invelo DOES NOT provide mail delivery services. Mail delivery services are provided by United States Postal Service (“USPS”). Invelo's responsibility is limited to preparing your mailing and completing delivery to the U.S. Postal Service. Invelo shall not be liable for USPS performance failures or delivery delays, including but not limited to lost/stolen packages, natural disaster, the breakdown of equipment, bad weather, and the like. When choosing a shipping method and delivery date please remember that the shipping transit time is based on the number of business days in transit which does not include weekends or holidays. Invelo's services are completed when your mail is delivered to the USPS. Invelo is not liable for special, incidental, or consequential damages of any kind as a result of the mail delivery services. It is your responsibility to comply with all applicable laws, foreign, federal, state and local laws when using our mailing delivery services. Invelo is not responsible for undeliverable or returned pieces on any customer supplied mailing list regardless if CASS or NCOA certifications have been processed.
     
     Delay Time: Invelo sends direct mail on Monday, Wednesday, and Friday. If the delay time does not land on one of those days, Invelo will send mail the following delivery day. USPS holidays will delay mail to the next business day.
     
     Postage Fees: You should explicitly recognize that we are not the USPS and any money paid for postage is collected and paid to USPS on your behalf. These funds are not ours and are not refundable for any reason by us. Invelo cannot guarantee a particular stamp on a mailing.
     
     Duplicate Removal: Unless otherwise instructed, Invelo is not responsible for duplicate names or addresses, as part of our mailing services.
     
     Change of Address Updates: The U.S. Postal Service requires that all automated mailings comply with Move Update. Invelo provides this service for supplied lists but does not guarantee the percentage of records that are corrected.
     
     
   • Invelo Wallet All in-app purchases will be transacted through your Invelo Wallet. You are required to provide Invelo with an approved, valid credit card that is linked to your Invelo Wallet. You agree to keep your payment information current at all times. If your credit card cannot be verified, is invalid, is over-limit or is not otherwise acceptable, Invelo may cancel any in-app purchase without notice. All in-app orders are final once they have been submitted and processed. You will not be reimbursed funds in your Invelo Wallet.
     
     By enabling the auto-recharge function in your Invelo Wallet, you agree and authorize Invelo to charge your credit card as needed to maintain the balance that you specified. Invelo will only attempt to recharge your wallet once per process. If the recharge amount is still insufficient to fulfill an in-app marketing or service, Invelo will cancel any in-app purchase without notice. Invelo is not responsible for any fees, including but not limited to overcharge or overdraft fees, incurred by your credit card or payment provider.
     
     
   • Marketing Campaigns Using Invelo's marketing campaign functionality you have the ability to coordinate all your marketing efforts using the variety of Invelo's marketing tools and resources. Once a marketing campaign has developed by you and submitted to Invelo for processing and execution, it cannot be paused or edited.
     
     You, at your option, may select a “continuous” marketing campaign. A continuous marketing campaign will run until canceled by you. By selecting a continuous marketing campaign, you understand that and authorize Invelo to execute your marketing campaign on an ongoing basis and to include newly identified leads and prospective customers. To avoid marketing campaign disruption, you must enable auto-recharge function in your Invelo wallet. If your Invelo Wallets lack sufficient funds, the continuous marketing campaign will not be completed. Once sufficient funds are received in your Invelo Wallet the continuous marketing campaign will be reinitiated.
     
     
   • Bulk Marketing Discount If you are on the Professional plan and continuously spend over $10,000 per month in marketing for consecutive 2-month period, then you may be eligible for a bulk marketing discount. You may submit a bulk marking discount request to [email protected] with the subject line of “Bulk Marketing Discount Request” for consideration of a discounted rate. If a discount is provided, the pricing of your account will automatically reflect the change in price. This discounted price will be available for all future orders, including those orders in queue. Discounted pricing cannot be retroactively applied.
     
     
2. Prohibitions. The following activities are expressly prohibited and may result in the immediate termination of the license granted herein:
   
   
   • (a) Copying, modifying, reverse engineering, reverse assembling or otherwise attempting to discover any source code of the Platform or Invelo's website InveloApp.com (the “Website”).
   • (b) Removing or obscuring the copyright notice or other notices displayed on the Platform or the Website.
   • (c) Interfering with or disrupting the Platform, Website, or servers and networks connected thereto, or circumventing, disabling or otherwise interfering with security-related features of the Platform.
   • (d) Allowing any third party to access the Platform through your account, sharing your password or other account information with anyone outside your own organization, or accessing the Platform through any account other than your own.
   • (e) Modifying the Platform in any manner or using modified versions thereof.
   • (f) Selling, assigning, sublicensing, or otherwise transferring any access rights to the Platform, or allowing third parties to access the Platform in a service level environment.
   • (g) Using any robot, spider, scraper, or other automated means to access the Platform for any purpose.
   • (h) Taking any action that may impose an unreasonable or disproportionately large load on Platform infrastructure (as determined by us in our sole discretion).
   • (i) Knowingly disseminating or transmitting any worms, viruses or other harmful, disruptive, or destructive files, code, programs or other similar technologies.
   • (j) Utilizing the Platform or the Website in any manner that violates any statute, rule, or regulation.
   • (k) Utilizing the Platform or the Website in an offensive, indecent or improper material and any material that could infringe rights of privacy, publicity, copyrights or other intellectual property rights without the permission of the owner of these rights and the persons who are shown in the material if applicable.
   
   We reserve the right to take any action Invelo deem appropriate if Invelo determine, in our sole and absolute discretion, that you have engaged in any of the prohibited actions described above, or otherwise violated these Marketing Terms. Such action may include cancelling your account, terminating your license to use the System, or initiating civil or criminal legal proceedings.
3. Disclaimers. You agree that the Platform, all subscription features, ancillary services and/or other materials or services provided by Invelo are provided “as is”. Invelo makes no representations nor warranties as to the quality, fitness for a particular purpose, legal compliance, or the infringement of intellectual property rights of a third party. Invelo makes no representations or warranties that your use of Invelo's Platform, all subscription features, ancillary services and/or other materials or services will achieve a particular result, and hereby disclaims any and all warranties, either expressed or implied.
   
   Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to you. You affirm that Invelo shall not be liable, under any circumstances, for any breach of warranty claims or for any damages arising out anyone's failure to honor their warranty obligations to you.
4. Release of Liability. IN NO EVENT SHALL INVELO BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THE USE OF THE PLATFORM, ANY ANCILLARY SERVICE, AND/OR ANY/ALL OF INVELO SERVICES AND MATERIALS OR ANY BREACH OF THESE MARKETING TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT Invelo WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDYFOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICES YOU HAVE ORDERED THROUGH OUR SITE. The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to liability resulting from our gross negligence or willful misconduct.
   
   If you are a California resident, by using the Platform, you explicitly waive the rights granted to you under California Civil Code 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” Additional states may not allow this exclusion or limitation of liability, so the above limitation or exclusion may not apply to you.
5. Indemnification. You further agree to defend, indemnify and hold harmless Invelo and its officers, directors, employees, agents, shareholders, affiliates, and retail partners from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys' and experts' fees and expenses, that may be arising out of, relating to or resulting from any breach by you of these Marketing Terms, including without limitation any actual or alleged violation of any law, rule or regulation.
6. Data Collection. You expressly acknowledge that Invelo shall have the right to monitor your use of the Platform, all subscription features, ancillary services and/or other materials or services provided by Invelo and to collect and compile data and statistics. Invelo shall retain all right, title, and interest in and to any such data and statistics for the purposes of improving Invelo's Platform, developing new products and services, and any other internal business purpose. You will provide all disclosures and consents at the request of Invelo necessary under applicable privacy and data security laws and regulations for Invelo to collect, compile, use, and disclose customer data and statistics without restriction.
7. Arbitration and Class Action Waiver. You agree that all claims, disputes, or disagreements with Invelo, shall be submitted exclusively to binding arbitration, except that each party retains the right to bring an individual action in small claims court for disputes and actions within the scope of such court's jurisdiction and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
   
   Arbitration means that an arbitrator and not a judge or jury will decide the claim. Rights to prehearing exchange of information and appeals may also be limited in arbitration. You acknowledge and agree that you and Invelo are waiving the right to a trial by jury. You further acknowledge and agree that you waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding. You further acknowledge that any claim arising under this Agreement must be brought within one year of its accrual or it will be waived. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this agreement to arbitrate, as well as all threshold arbitrability issues, including whether this Dispute Resolution provision is unconscionable and any defense to arbitration.
   
   The arbitration will be administered by the American Arbitration Association ("AAA"). A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the Applicable AAA Rules. (The AAA provides applicable forms for Demands for Arbitration https://www.adr.org/sites/default/files/Demand_for_Arbitration_0.pdf (Commercial Arbitration Rules) and https://www.adr.org/sites/default/files/Consumer_Demand _for_Arbitration_Form_1.pdf (Consumer Arbitration Rules). The arbitrator will be either a retired judge or an attorney licensed to practice law in the county in which you reside and will be selected in accordance with the Applicable AAA Rules. If the parties are unable to agree upon an arbitrator within fourteen (14) days of the AAA's notice to the parties of its receipt of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
   
   Unless you and Invelo otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Invelo submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the Applicable AAA Rules. Subject to the Applicable AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
   
   The arbitrator will render an award within the time frame specified in the Applicable AAA Rules. The arbitrator's award of damages and/or other relief must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages or other relief for which a party may be held liable. If the arbitrator determines that you are the prevailing party in the arbitration, and only if authorized under applicable law, the arbitrator may award reasonable attorneys' fees and expenses. Invelo will not seek, and hereby waives, all rights Invelo may have under applicable law to recover attorneys' fees and expenses if Invelo prevails in arbitration unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
   
   If you initiate the arbitration action, you are responsible to pay any AAA filing, administrative and arbitrator fees as set forth in the Applicable AAA Rules.
   
   Any and all disputes will be governed by the laws of the Commonwealth of Massachusetts.
8. Severability. If any portion of these Marketing Terms is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible except that in the event of unenforceability of the class action waiver, the entire arbitration agreement shall be unenforceable. The remainder of these Marketing Terms shall continue to be enforceable and valid according to the terms contained herein.
9. Limitation of Actions. Any claim or cause of action arising out of your use of the Platform must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Invelo to enforce or exercise any provision of these Marketing Terms or any related right shall not constitute a waiver of that right or provision.
10. Notices. We may provide any notice to you under these Marketing Terms by: (i) sending a message to the email address you provide or (ii) by posting to InveloApp.com. Notices sent by email will be effective when Invelo send the email and notices Invelo provide by posting will be effective upon posting. It is your responsibility to keep your email address current. To give us notice under these Marketing Terms, you must contact us as follows: (i) by email to [email protected]; or (ii) by personal delivery, overnight courier, or registered or certified mail to Invelo Legal Department, 90 Glenn Street, Suite 2, Lawrence, MA 01843. Invelo may update the email or physical address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
11. Waivers, Severability, Third-Party Beneficiaries . The failure by us to enforce any right or provision of these Marketing Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a representative of Invelo. If any provision of these Marketing Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Marketing Terms and will not affect the validity or enforceability of the remaining provisions of these Marketing Terms. These Marketing Terms do not and are not intended to confer any rights or remedies upon any person other than you.
12. Force Majeure. Invelo will not be liable or responsible to you, nor be deemed to have defaulted or breached these Marketing Terms, for any failure or delay in our performance under these Marketing Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
13. Governing Law and Jurisdiction . All matters arising out of or relating to these Marketing Terms are governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision or rule. By accepting these Marketing Terms, you assent to jurisdiction to courts within the Commonwealth of Massachusetts and waive claims of forum non convenes.
14. Entire Agreement. TThese Marketing Terms relating to any product or service you use on or through Invelo, the Platform, and the Website will be deemed the final and integrated agreement between you and Invelo and shall these Marketing Terms, the Website Terms of Use, Customer Terms of Service and Privacy Policy.