Last Updated: July, 2025

Voxy EnGen PBC (EnGen, we, or us) welcomes you to www.getengen.com and any and all platforms, applications or mobile applications offered by Voxy EnGen PBC (the Site).These Terms of Use (Terms), together with our Privacy Policy, govern your use of the Site and our English language training and teaching products and services (the Services). Unless otherwise stated, all sections of these Terms are applicable to our corporate and other institutional customers (Corporate Customers) and individuals who utilize the Services or access the Site as learners, teachers, coaches, or administrators, including users who are employees of or otherwise affiliated with our Corporate Customers (in these Terms, we refer to all such individuals, together with our Corporate Customers, as Users). Unless otherwise stated, all sections of these Terms are applicable to Corporate Customers and other Users. However, these Terms are in addition to the terms and conditions of the purchase orders, quotes, and other contracts that we enter into with our Corporate Customers (Corporate Contracts) and, to the extent that the specific terms of a Corporate Contract conflict with these Terms, the terms of the Corporate Contract will apply (and will supersede any conflicting terms contained in these Terms).

1. Acceptance of Terms of Use

By accessing and using the Site, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, including the Privacy Policy. If at any time you do not agree to these Terms, please do not access or use the Site or the Services.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTIONS) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ENGEN ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

YOUR ACCESS TO, USE OF AND BROWSING OF THE SITE AND SERVICES IS SUBJECT TO ALL TERMS CONTAINED IN THESE TERMS OF USE, ENGEN’S PRIVACY POLICY AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOUR PERMISSION TO ACCESS OR USE THE SITE IS AUTOMATICALLY AND IMMEDIATELY REVOKED.

2. Changes to the Terms of Use

These Terms may be revised or updated from time to time. Should these Terms be revised, EnGen will post the changes on the Site. Any changes to these Terms will be effective immediately upon posting. You can determine when these Terms were last revised by referring to the “Last Revised” legend at the top of this page.

If we make a change that significantly affects your rights, we will notify you by way of a prominent notice on the Site or, if we have your email address, by email. Where required by applicable law, any material changes to these Terms will apply only to your use of the Site and Services on and after Last Revised date, unless you provide consent.

3. Changes to the Site and Services; Suspension and Termination

EnGen may make changes to the Site and Services at any time or may permanently or temporarily suspend or discontinue the Site or Services, or any portion(s) thereof, or may discontinue or restrict your use of the Site and Services, at any time for any reason or no reason, with or without notice.

If EnGen terminates a User’s access to a Service that has been purchased on a subscription or other prepaid basis for no reason, then the unused portion of such subscription or prepaid fees will be refunded to the applicable Corporate Customer. If EnGen terminates a User’s access to a Service for violation of these Terms or any other contract between EnGen and the applicable Corporate Customer, then no refund will be provided for the unused portion of any subscription or other prepaid fees. Except for the refund of the unused portion of any subscription or prepaid fees, EnGen will not be liable to you, any Corporate Customer, or any third party for any modification, suspension or discontinuance of the Site or Services.

4. Permitted Users of the Site

In consideration of your use of the Site and Services, you represent that you are of an age to form a legally binding contract (except as provided in the following paragraph) and you are not prohibited from receiving the Services under the laws of the United States or any other applicable jurisdiction. Use of the Site, Services or Content (defined below) is void where prohibited by applicable law, and the right to access the Site, Content or Services is revoked in such jurisdictions.

The Site and Services are directed to persons 15 years of age or older. EnGen and the Site do not knowingly collect information from children under age 15. If you are under age 15, you are not permitted to use the Site or Services or to submit any personally identifiable information to EnGen on the Site or offline. If you provide information to EnGen through the Site, you represent that you are 15 years of age or older. If you are between 15 and 17 years of age, when you visit, browse, use, or submit personal information to the Site, you represent that you have the permission of a parent or guardian to do so and who agrees to these Terms on your behalf. If you are a parent or guardian and believe EnGen may have inadvertently collected personal information from your child, please notify EnGen immediately by sending an email to: legal@getengen.com detailing the basis of your belief and your request.

5. Privacy Policy

Please review the Privacy Policy for the Site, which is incorporated by reference in these Terms. If you do not agree with the Privacy Policy, you are not authorized to use the Site or Services.

6. Site Content and Services

On, through or in connection with the Site, we may offer, as part of the Services, contextual lessons, quizzes, games, questions, practice exercises and similar services designed to help Users learn English and enhance their English language proficiency. We also provide content available through the Site, including without limitation text, graphics, audio, animation, videos, logos, icons, images, media, data, charts, maps, software and other information and materials (Content). Some of the Services and Content may be accessible without registering with us, but other Services and Content may require registration by Users. The Content and Services are the sole and exclusive property of EnGen, its licensors, or other content providers.

The Content and Services are made available for your personal, noncommercial use. You agree to abide by any posted limitations relating to use, reproduction or dissemination of any Services or Content. Any uses of the Site, Services, or Content in any way not expressly permitted by these Terms is prohibited, and may be actionable under United States or international law.

Special terms may apply to some Services offered on the Site, or to any events, promotions, sweepstakes, contests, surveys, questionnaires, or other activities (Activities) that may be offered as part of the Services, on the Site or offline. Such special terms or rules (which may include official rules and expiration dates) may be posted in connection with the applicable Activity. By participating in any Activity you will become subject to those terms or rules. We urge you to read the applicable terms or rules which are linked from the particular Activity, and to review our Privacy Policy which, as part of these Terms, governs any information you submit in connection with such Activities. Any special terms or rules are in addition to these Terms and, in the event of a conflict, any such terms or rules will prevail over these Terms.

7. Error, Inaccuracies, and Omissions

Occasionally there may be information on our Site or in our Content or Services, that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, availability, and other content provided on behalf of EnGen or its partners and affiliates. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information if any information is inaccurate at any time without prior notice and without liability to EnGen.

8. Registration and Your Personal Information

Our Services are offered only to individual Users who are employed by or otherwise affiliated with our Corporate Customers who have purchase licenses from us authorizing a specific number of registered Users to access and use the Services for a specific period of time. Use of these Services requires you to register an account with us and provide us with certain information including but not limited to your name, valid email address, mailing address, and profile information. Activation of your registration is subject to our review and approval and we reserve the right not to approve, or withdraw our approval of, once given, your registration for any reason or no reason at any time and from time to time. In registering for Services, you agree to provide, maintain, and update information that is true, accurate, current, and complete about yourself when registering and on an ongoing basis. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, or if we suspect that any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate your use of the Site and Services or your account with or without reasons or notice to you.

Users must be at least 15 years old to be eligible to register an account, activate a license and access and use the Services. Users that are under the age of 15 may not access or use the Services. We retain the right to revoke any account and access to any Services activated by a User who is under the age of 15.

When you register to open an account on the Site, you will be required to provide a legal name, valid email address and select a password to be used in conjunction with your account. You are responsible for maintaining the confidentiality of your password, and are fully responsible for all uses of your password and your account, whether by you or others. You agree to (a) log out of your account at the end of each session, (b) keep your password confidential and not share it with anyone else, and (c) immediately notify EnGen of any unauthorized use of your password or account or any other breach of security. EnGen is authorized to act on instructions received through use of your password, and is not liable for any loss or damage arising from your failure to comply with this Section. You may not: (a) register or log in to the Site using an invitation code, Member ID or e-mail address of another person with the intent to impersonate that person; (b) register or log in to the Site using an e-mail address or other credentials subject to any rights of a person other than you without appropriate authorization; or (c) have more than one User account.

9. Video Recording and Photography During Live Classes

If you schedule a live class with a teacher, we may record or photograph portions of the class with notice to you at the time. By remaining in the class when such recording or photography is going on, you consent to the use of your name, voice, likeness, and any biographical facts that have been provided to us for any and all purposes by us, including without limitation for advertising, publicity, marketing, and promotional uses. In addition, by remaining in the class, YOU RELEASE ENGEN, ITS EMPLOYEES, CONTRACTORS, LICENSEES AND ASSIGNS, FROM ANY LIABILITY OF ANY KIND WHATSOEVER IN CONNECTION WITH SUCH FILMING OR PHOTOGRAPHY OR ANY USE IN ANY WAY OF THAT FILMING OR PHOTOGRAPHY.

10. Cancellation Policy for Private Class Credits

You may cancel a scheduled private class up to 6 hours before the class start time and receive a full refund in Class Credits. No Credit refund will be provided for a cancellation made less than 6 hours before the class start time. These Credits are not transferrable in any way and are not recognized as academic credits that may be used with any other educational provider.

11. Permitted Uses

You may use the Site, Content and Services for lawful, non-commercial purposes only. You may not use the Site, Content or Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site, Content, or Services. You may not attempt to gain unauthorized access to the Site or any of the Content or Services, User accounts or computer or mobile systems or networks, through hacking, password mining or by any other means. Without limiting anything else contained herein, you agree that you shall not (and you agree not to allow any third party to):

Copy, modify, adapt, translate, or reverse engineer any portion of the Site or Content or otherwise tamper with the Services;

Remove notices of or citations to any copyright, trademark or other proprietary rights contained in or on the Site or in any Content available on or through the Site or the Services;

Use any robot, spider, website search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site, Content, or Services;

Reformat or frame any portion of the web pages that are part of the Site or the Services;

Create User accounts by automated means or under false or fraudulent pretenses; or

Collect or store personal data about other Users in connection with the prohibited activities described in this paragraph.

We may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce these Terms.

12. Postings and Comments

The Site may contain areas for you to post messages, feedback, listings, comments, photos, sounds, images, text, files, video, post reviews, share your story, and submit comments and other content or materials (collectively, Submissions), and message or communication facilities to enable you to communicate with other Users, suppliers of Services or Content, the Site, and EnGen. You acknowledge that your Submissions may become available to others on the website and elsewhere. You agree to post only Submissions that are appropriate for general audiences and are not confidential or private. You agree that you are entirely responsible and liable for any Submissions you post, and if you create an account, you are responsible for all Submissions posted or transmitted through or by use of your account. By posting such Submissions, you are representing and warranting to EnGen and its affiliates, suppliers, vendors, merchants, licensors, and other partners, that you own or control such Submissions free and clear of any third party claims.

You may use and access the Site and Services solely for lawful purposes. You agree not to do any of the following (these are examples of prohibited conduct and are not all-inclusive):

aggregate, copy, duplicate, publish, or make available any Content to third parties outside the Site in any manner;

defame, abuse, harass, stalk, threaten, or otherwise violate the privacy or publicity rights of others, or impersonate anyone else or misrepresent your identity or affiliation;

publish, post, upload, distribute, or disseminate any inappropriate, profane, defamatory, pornographic, offensive, infringing, obscene, indecent, or unlawful topic, name, material, content, or information;

upload or download files that contain any content protected by intellectual property laws or other laws, unless you own or control the rights or interests or have received all necessary consents or permissions;

upload or transmit files that contain viruses, mal-ware, disabling code, corrupted files, or any other similar software or programs that may damage the operation of another’s computer;

use the Site to make available unsolicited advertising or promotional materials, spam, pyramid schemes, chain letters, or similar forms of unauthorized advertising or solicitation, or hack or violate any security measures;

falsify or delete any author attributions, legal or other notices, or proprietary designations or labels of origin or source; or

engage in any other action that, in our judgment, exposes us or any third party to potential liability or harm.

You grant EnGen and our affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute, and display your Submissions in any form throughout the world in any media whether now known or hereafter developed, alone or as part of other works. You further grant EnGen and its affiliates the right to use the name that you submit in connection with your Submissions in our sole discretion. EnGen will not be required to treat any Submission as confidential, and will not incur any liability as a result of any similarities between any Submission and Content and Services that may appear in our Site or our operations. You represent and warrant that you own or otherwise control all rights to the Submissions that you post, that the Submissions are accurate, and that your Submissions do not violate these Terms and will not cause injury to any person or entity. You waive the opportunity to inspect or approve use of your Submissions by us, and any obligation to identify you in connection with a Submission.

EnGen may, but is under no obligation to, monitor and edit or remove any Submission in its sole discretion. We take no responsibility and assume no liability for any Submission posted by you or any third party. EnGen does not endorse any opinion or statement contained in any Submission.

13. Group Classes and Workshops Code of Conduct

If you are a learner participating in EnGen’s group tutoring sessions, in addition to the other provisions of these Terms, you agree to be respectful of the tutor and your fellow learners by following this code of conduct:

a. You will arrive to the class on time and stay for the entirety of the class.

b. You will mute yourself when you’re not speaking so background noise doesn’t interrupt the class.

c. If another learner or the teacher is speaking, you will allow them to finish before speaking.

d. You will allow others to have equal opportunity to speak in the class.

e. You will not use language that makes others uncomfortable, i.e. profane, sexually suggestive, rude or violent language.

f. You will not make disrespectful comments about race, religions or countries.

g. You will wear appropriate attire in the class, i.e. a shirt, pants or other appropriate clothing.

h. Your cell phone will be turned off or set to vibrate so you and your fellow learners are not distracted during the class.

The classroom is a place to learn and practice English so please only use English during classes for both speaking and writing.

14. Proprietary Rights

You acknowledge and agree that, as between EnGen and you, all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including without limitation applications and registrations used by us to provide the Site, Services, and Content (collectively EnGen IP) is and will remain the property of EnGen. You will not (a) copy, modify, create a derivative work of, reverse engineer, decompile, disassemble, reverse engineer, recreate or otherwise attempt to discover the EnGen IP; or (b) delete, alter, cover, or distort any of EnGen’s patent, copyright, trademark, or other proprietary rights notices. “EnGen," the EnGen design logo and certain other names or logos (Company Marks) are service marks or trademarks of EnGen. In addition, the "look" and "feel" of the Site (including without limitation color combinations, button shapes, layout, design and all other graphical elements) are also protected by our trademarks, service marks and copyrights.

15. Notice and Procedures for Making Claims of Copyright Infringement

It is EnGen’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (DMCA). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Site or Services, please notify our copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the website (providing URL(s) in the body of your notice is the best way to help us locate content quickly);
information reasonably sufficient to permit us to contact you, such as your name, address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The above information must be submitted to the following DMCA Agent:

Attn: Copyright Agent
Voxy EnGen, PBC
7200 Wisconsin Avenue, Suite 500
Bethesda, MD 20814
USA

Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with EnGen’s rights and obligations under the DMCA and 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, EnGen has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. EnGen may also at its sole discretion limit access to the Site and Services and/or terminate the User accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

16. Links to Other Websites

The Site may contain advertisements, postings and links to websites operated by other parties. The Site provides these advertisements, postings and links as a convenience, and your use of other websites is at your own risk. The advertisements, postings and linked sites are not under the control of EnGen, which is not responsible for their content or privacy practices. Such advertisements, postings, links, or references to other parties’ products or services do not imply EnGen endorsement of information, material, products or services of any other party or any other website, or by any other party of EnGen. EnGen disclaims all liability with regard to your access to and use of such information, material, products or services or transactions with such linked websites or other parties. You acknowledge and agree that EnGen is not responsible or liable, directly or indirectly, for any damage, loss or other claim caused or alleged to be caused by or in connection with, access to, use of or reliance on any content available on or through any other site or resource.

17. User Representations and Warranties

You represent and warrant that (i) your use of the Site will be in accordance with these Terms and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Site and/or Services will not infringe or misappropriate the intellectual property rights of any third party.

18. User Indemnity of EnGen

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ENGEN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS, LICENSEES, SERVICE PROVIDERS, SUPPLIERS, VENDORS, ACTIVITIES PARTNERS OR SPONSORS, MERCHANTS, ADVERTISERS, AND OTHERS ACTING IN CONCERT WITH THEM, FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, OR DEMAND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO (A) YOUR USE OF THE SITE, SERVICES, OR CONTENT OR YOUR SUBMISSION(S); (B) YOUR VIOLATION OF THESE TERMS, ANY APPLICABLE LAWS, OR THE RIGHTS OF ENGEN OR ANY THIRD PARTY; (C) ANY ACTIVITY RELATED TO YOUR ACCOUNT OR PASSWORD; OR (D) YOUR USE OF OR RELIANCE ON ANY OTHER USER’S SUBMISSIONS.

19. Our Disclaimer of Warranties and Limitation of Liability

WE PROVIDE THE SITE, CONTENT AND SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND AND DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESSED OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SITE, THE SERVICES, AND THE CONTENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ERROR-FREE OR UNINTERRUPTED SERVICE, AND INCLUDING ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ENGEN MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE SITE OR ANY SERVICES OR CONTENT AVAILABLE THROUGH THE SITE. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR CONTENT WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. FURTHERMORE, THE SITE AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR NEW FORMATS THAT MAKE USE OF NEW TECHNOLOGIES, AND ENGEN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, COMPATIBILITY AND/OR PERFORMANCE AND CONSISTENCY OF PERFORMANCE ISSUES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ENGEN WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY), TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFIT, BUSINESS OR DATA).

UNDER NO CIRCUMSTANCES SHALL ENGEN’S LIABILITY EXCEED $100.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “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.”

20. Notice Required by California Law

Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice:

The name, address and telephone number of the provider of this service is: Voxy EnGen, PBC 7200 Wisconsin Avenue, Suite 500, Bethesda, MD 20815 USA. Complaints regarding the service or requests to receive further information regarding use of this service may be sent to the above address or to legal@getengen.com

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210

21. ARBITRATION.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ENGEN.

a. This Arbitration section is sometimes referred to as the agreement to arbitrate. This agreement to arbitrate applies to and governs any dispute, controversy, or claim between you and EnGen that arises out of or relates to, directly or indirectly: (a) these Terms, and the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) the Site, the Services, the Content, and access to or use of the Site, Services, or Content, as well as receipt of any advertising, marketing, or other communications from EnGen; (c) any transactions through, by, or using the Sites or Services; or (d) any other aspect of your relationship or transactions with EnGen (each, a Claim and, collectively, Claims). This agreement to arbitrate will apply, without limitation, to all Claims that arose or were asserted before or after your acceptance of these Terms.

b. If you are a new User, you can reject and opt-out of this agreement to arbitrate within thirty (30) days of accepting these Terms by emailing EnGen at legal@getengen.com with your full name and stating your intent to opt-out of this agreement to arbitrate. Note that opting out of this agreement to arbitrate does not affect any other part of these Terms, including the provisions regarding governing law or in which courts any disputes must be brought.

c. For any Claim, you agree to first contact EnGen at legal@getengen.com to attempt to resolve the Claim with EnGen informally. In the unlikely event that EnGen has not been able to resolve the Claim within sixty (60) days, the parties hereto each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association (AAA) before a single arbitrator (the Arbitrator), under the Expedited Procedures then in effect for AAA (Rules), except as otherwise provided herein, or as otherwise determined by the Arbitrator. In the event of any conflict between the Rules and this agreement to arbitrate, this agreement to arbitrate will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in Kent County, Delaware unless you and EnGen agree otherwise. If you are using the Sites or Services for commercial purposes, each party will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Sites or Services for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction, on an individual basis only, without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and EnGen agree that the Arbitrator, and not any U.S. or non-U.S. federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this agreement to arbitrate, including any claim that all or any part of this agreement to arbitrate is void or voidable, or relating to any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to contract formation and whether these Terms, or any provision of these Terms, is unconscionable or illusory.

d. Notwithstanding anything to the contrary, nothing in this agreement to arbitrate will be deemed as preventing EnGen from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, intellectual property rights, confidentiality rights, or other proprietary rights; or as preventing you from asserting claims in a small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

e. If this agreement to arbitrate is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this agreement to arbitrate, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this agreement to arbitrate.

22. CLASS ACTION/JURY TRIAL WAIVER.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITES OR SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS MUTUAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS THE PARTIES HERETO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND ENGEN MUTUALLY AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND ENGEN FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ENGEN ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

23. Choice of Law and Venue.

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its principles relating to conflicts of laws, except as to matters relating to arbitration, which shall be governed by the Federal Arbitration Act.. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the Federal and state courts located in the County of Kent, State of Delaware, for any actions for which we retain 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 our data security, intellectual property rights, confidentiality rights, or other proprietary rights, as set forth in the agreement to arbitrate, including any provisional relief required to prevent irreparable harm. You agree that the state and Federal courts located in the County of Kent, State of Delaware are the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings

24. Control of Site

The Site is controlled within the United States of America and is directed to individuals residing in the United States. Those who choose to access the Site from locations outside of the United States do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable. EnGen does not represent that the Site, Services or Content are appropriate outside the United States of America. EnGen reserves the right to limit the availability of the Site for any person, geographic area, or jurisdiction at any time in its sole discretion.

25. Termination

We may terminate and/or suspend your registration immediately, without notice, if there has been a violation of these Terms or other policies and terms posted on the Site or in connection with the Services by you or by someone using your login credentials, as determined in our sole discretion, and EnGen shall not be liable to you or any third party for any such termination. In the event we so terminate your account, we will not render, you are not entitled to, and you hereby waive any and all right to receive a refund of any fees paid to EnGen or any portions thereof. Further, you agree not to attempt to use the Site and/or the Services or Content after any such deletion, deactivation or termination. You may terminate your EnGen account at any time by contacting the address at the end of these Terms; provided however, that voluntary termination shall in no way relieve the Corporate Customer with which you are employed or affiliated of responsibility to remit payment for all fees associated with your account or entitle you or them to a refund of any payments remitted to EnGen.

26. Confidential Information

Confidential Information means information disclosed to or learned by you concerning our Services, business, customers, products, proposed products, plans, inventions, processes and techniques, which should reasonably be considered to be confidential or proprietary due to its nature or the context of its disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach by you; or (ii) you rightfully obtain from a third party. Except to perform your obligations, exercise your rights under these Terms, or use the Services, you will: (a) not use our Confidential Information; and (b) protect the our Confidential Information from disclosure (using at least reasonable care).

27. Miscellaneous

These Terms and any supplemental terms, policies, rules and guidelines posted on the Site or in connection with the Content, Services, or Activities, including the Privacy Policy constitute the entire agreement between you and us and supersede all previous written or oral agreements; provided that, in the case of Corporate Customers, these Terms are in addition to the terms and conditions of any separate Corporate Contracts that we have entered into with the applicable Corporate Customer and, to the extent that the specific terms of a Corporate Contract conflict with these Terms, the terms of the Corporate Contract will apply (and for the avoidance of doubt, will supersede any conflicting terms contained in these Terms) with respect to the Corporate Customer that is party to such Corporate Contract. If any part of the Terms and any supplemental terms, policies, rules and guidelines posted on the Site or in connection with the Content or Services, including the Privacy Policy is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of EnGen to exercise or enforce any right or provision of the Terms and any supplemental terms, policies, rules and guidelines posted on the Site or in connection with the Content or Services, including the Privacy Policy shall not constitute a waiver of such right or provision. You may not assign or transfer your rights or obligations under the Terms and any supplemental terms, policies, rules and guidelines posted on the Site or in connection with the Services, Activities, or Content, including the Privacy Policy without the prior written consent of EnGen, and any assignment or transfer in violation of this provision shall be null and void. EnGen reserves the right to seek all remedies available at law and in equity for violations of these Terms and any supplemental terms, policies, rules and guidelines posted on the Site or in connection with the Services, Activities, or Content, including the Privacy Policy set forth on the Site, including without limitation the right to block access from a particular internet address. The relationship between you and EnGen is one of independent contractors. Neither you nor EnGen will represent that you or it has any authority to assume or create any obligation, express or implied, on behalf of the other party or represent the other party as agent, employee or in any other capacity, except as specifically provided herein.

28. Questions?

If you have any questions regarding these Terms, you may contact us using the information below.

Voxy EnGen, PBC
7200 Wisconsin Avenue
Bethesda, MD 20815
USA