Envato Enterprise Terms of Service – Envato Support | Help Center

Last updated: December 31, 2025

1. About us and these terms

1.1. Welcome: Hi, we’re Envato and welcome to Envato Enterprise.

1.2. About the Service: Envato Enterprise is the enterprise product for:

(a) Envato Elements, which is a subscription service for digital content created by designers and creatives from around the world; and

(b) Envato AI Tools, which is a suite of AI tools designed to enhance digital content creation (together with Envato Elements, the Envato Platform).

The Envato Platform is provided by or on behalf of Envato Elements Pty Ltd (ACN 613 824 258) (Envato, we, us or our) and allows subscribers to download, create and use digital content like website themes, production music, motion graphics project files, software code, vectors, images and much, much more. As used in these Terms of Service, Service means the Envato Platform features and functionalities subscribed to by you in an Order Form incorporating these Terms of Service and all updates and upgrades thereto.

1.3. Amendments: We reserve the right, at our sole discretion, to change or modify these Terms of Service at any time. If we do this, we will post the changes on this page and will update the “Last updated” date at the top of these Terms of Service. The most current version of these Terms of Service is available at any time at https://elements.envato.com/enterprise-terms. We will also use commercially reasonable efforts to notify you of any material changes prior to any such material changes taking effect. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. If any change to these Terms of Service is not acceptable to you, your only remedy is to stop using the Service.

1.4. Customer: For purposes of these Terms of Service, Customer, you or your refers to the entity or person who has subscribed to use the Service, as identified in the applicable Order Form. Customer represents and warrants that the individual accepting these Terms of Service on its behalf has the right, power and authority to act on behalf of and bind Customer.

1.5. Other terms: You acknowledge that your use of the Service is subject to these Terms of Service and the following policies and terms, which are incorporated by reference into these Terms of Service:

(a) Envato's AI Tools Product Terms, in relation to the use of Envato AI Tools (if applicable);

(b) Envato’s Acceptable Use Policy; and

1.6. Acceptance of terms: BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS OF SERVICE OR BY CLICKING A CHECKBOX OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS OF SERVICE, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND THE OTHER TERMS INCORPORATED BY REFERENCE.

1.7. Definitions and interpretation: Capitalized terms have the meanings set out in section 17 or as otherwise defined in these Terms of Service. Words such as ‘include’ and ‘including’ are not words of limitation. Headings are for convenience only and do not affect the interpretation of these Terms of Service.

2. Service access; Restrictions

2.1. Account; Authorized Users: As part of the registration process, you will select an administrative username and password for your account. You may authorize additional persons (including employees and Affiliates) to create separate Envato accounts to access and use the Service (Authorized Users), up to the number of Seats specified in your Order Form. Each Authorized User must have their own separate account with their own login credentials, including a unique user name and password. Account sharing by Authorized Users is strictly prohibited. You are responsible for ensuring that all Authorized Users comply with these Terms of Service. In particular, you agree to:

(a) ensure that only your Authorized Users access the Service and use Content;

(b) monitor Authorized User activity in relation to the Service and Content;

(c) maintain, and ensure that each Authorized User maintains, the security and confidentiality of account login credentials (including passwords);

(d) notify us immediately of any unauthorized access or use of an Authorized User’s account, or other security breach;

(e) accept responsibility for all activities conducted under each Authorized User’s account; and

(f) ensure that all Authorized Users are at least 18 years of age.

2.2. Access and use: We hereby grant you a non-exclusive right to access and use the Service during the Term in accordance with these Terms of Service and the applicable Order Form.

2.3. Usage restrictions: You may not, and may not permit your Authorized Users or any third party to: (a) reverse engineer, decompile, hack the Service, or otherwise attempt to discover the source code or gain unauthorized access to the Service; (b) modify, adapt, translate, copy, or create derivative works based on components of the Envato Platform and websites; (c) sublicense, resell, transfer, time share, or similarly exploit the Services other than as permitted through these Terms of Service; (d) use the Service or Content to build, train, or improve a similar or competitive product or service; (e) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs through the Service; (f) interfere with or disrupt the integrity or performance of the Service; (g) circumvent, remove, alter or thwart any technological measure, content protections or usage limits of or applicable to the Service; (h) use any spider, crawler, scraper or other automatic device, process or software that intercepts, mines, scrapes, extracts or otherwise accesses the Service to monitor, extract, copy or collect information or data from or through the Service; or (i) otherwise use the Service except as expressly permitted in these Terms of Service.

2.4. Modifications: We may modify, amend, alter, supplement or replace the Service from time to time, in whole or in part, including in response to changes in applicable laws, regulations, or industry standards. You agree that your acceptance of these Terms of Service is not contingent on us developing, delivering or otherwise making available any future functionality or features of the Service.

2.5. Search results and content placement: The visibility and order of Content displayed in search results, curated sections, or other placements within the Service may be influenced by factors such as relevance, user engagement, recency, quality, editorial input, or content source. We may, in our discretion, prioritize the display of Items that are owned, produced, or licensed, or otherwise sourced by us or our Group Companies, including via partnerships. This prioritization may impact the visibility of other Items. We reserve the right to update or modify our ranking, placement, and display methodologies at any time.

3. Subscriptions

3.1. Types of subscriptions: We provide different subscription plans for the Service. The specific features and terms available to you will depend on your type of subscription. Subscription types include: (a) the Standard Plan; (b) the Enhanced Plan; and (c) the Ultimate Plan. The plan type applicable to your subscription will be specified at the point of signing up for an account to access the Service or in an Order Form, as applicable.

3.2. Plan changes: You may request to change your subscription plan or add additional seats by contacting us at any time during the Term. Upgrading your plan may unlock additional features or other benefits and will result in a pro-rated charge based on the difference between your current plan and the upgraded plan. Unless otherwise agreed, any requested downgrade will take effect only at the end of your then-current billing period. Please note that downgrading your plan may reduce your access to certain features or functionality of the Service.

4. IP rights; Feedback

4.1. Content: As between you and Envato, Envato, its licensors, and Affiliates retain all right, title and interest in and to the Service and the Content (including Output). Subject to section 7.3, no transfer of ownership to any portion of the Content is made as a result of the Content License or any rights of use you are granted.

4.2. Derivative works: Subject to these Terms of Service, you may create derivative works based on the Content solely for use in the development of End Products (Derivative Works). As between you and Envato, you own all such Derivative Works and all Intellectual Property Rights therein, provided that:

(a) such rights apply only to your original contributions that are separable and distinct from the underlying Content; and

(b) no ownership rights in the underlying Content are transferred to you.

4.3. Feedback: You may from time to time provide suggestions, comments for enhancements or functionality or other feedback (Feedback) to us with respect to the Service or the Content. You hereby grant us the right to use and exploit Feedback without restriction or compensation.

5. Content License and restrictions

5.1. Content License: Subject to these Terms of Service, Envato grants you a non-exclusive, worldwide license to use, modify, perform, display, distribute, reproduce Content, but only in order to create an End Product during the Term, and perpetually as part of an End Product created and completed during the Term (the Content License). The Content License is transferable and sublicensable solely in the limited circumstances described in section 5.7.

5.2. General terms applicable to Content

(a) Commercial Use: Subject to these Terms of Service, and in particular but not limited to, the restrictions on merchandising and broadcasting set out below:

(i) Elements Content: you may use Elements Content for Commercial Use; and

(ii) Output: you may only use an Output generated via Envato AI Tools for Commercial Use if it has been reviewed and approved through the AI Content Review process. If you use any Output that has not been approved through that process for any purpose, commercial or non-commercial, you do so entirely at your own risk, and Envato disclaims all liability arising from or related to such use.

(b) Merchandising

(i) Standard or Enhanced Plan subscribers: You may not use Content for merchandising purposes where it is the primary feature or value of the End Product.

(ii) Ultimate Plan subscribers: You may use Content for merchandising purposes.

(i) Standard Plan subscribers: You may not use Content for broadcasting by means of radio, free-to-air television, cable television, theatres or OTT Services.

(ii) Enhanced Plan subscribers: You may use Content for broadcasting by means of local or regional radio, local or regional free-to-air television, local or regional theatres, local or regional cable television and OTT Services only.

(iii) Ultimate Plan subscribers: You may use Content for broadcasting by means of radio, television, cable television, theatres and OTT Services.

(d) Out-of-home (OOH) Services

(i) Standard Plan subscribers: You may not use Content for OOH Services.

(ii) Enhanced or Ultimate Plan subscribers: You may use Content for OOH Services.

(e) Social media use: The Content License includes use of Content on social media websites and/or applications, including Facebook, Instagram, YouTube, TikTok and X (formerly Twitter).

(f) Stock and builders: You may not:

(i) redistribute Content as stock, in a tool or template, or with source files; or

(ii) use Content in any application that allows an end user to customize a digital or physical product to their specific needs, such as an “on demand”, “made to order” or “build it yourself” application.

(g) No competition: You may not use or redistribute Content in any way that competes with us or our Affiliates.

(h) Copies: You are permitted to make an unlimited number of copies of Content as part of an End Product unless otherwise specified in these Terms of Service.

(i) Acceptable and fair use: You must comply with Envato’s Acceptable Use Policy and Fair Use Policy, which are incorporated by reference into these Terms of Service. Without limitation, you must not use Content in any unlawful manner or in any way that a reasonable person might find offensive or that would adversely affect any identifiable person or property depicted in the Content. For clarity, this includes a prohibition on implying physical or mental infirmity, adult content, exploitation of children, hate speech, incitement of violence, harassment, defamation, fraudulent or misleading and deceptive conduct or supply of regulated goods.

(j) Restrictions on reuse and Content attribution: You may not use Content on any service that claims to acquire rights to the Content, and you may not claim that you are the original creator or owner of the Content.

(k) Watermarks: You may not move, remove or modify any proprietary notices or copyright management information from any Content.

(l) No IP registration: You may not apply to register a trademark, service mark or other Intellectual Property Right that includes Content.

5.3. Usage Limits

(a) Elements Content: The amount of Elements Content you are permitted to download is unlimited, unless otherwise specified in the Order Form.

(b) Output: Your use of Envato AI Tools, including any of its AI tools, products and features, Output generation, and AI Content Review submissions, is subject to the usage limits, conditions, and restrictions specified in your Order Form or as otherwise communicated by us from time to time. All applicable fees, including charges for usage within the agreed limits and any additional fees for usage beyond those limits, will be as specified in your Order Form.

(c) Use of Content: You may only download Content intended for use during the Term and in accordance with our Fair Use Policy. You may not mass download, stockpile or otherwise store Content for use after the Term.

5.4. License Creation Requirements: When you download a Single Item of Elements Content, you must create a new license each time that Single Item is used in a new and different End Product. A new license must be created in the following situations:

(a) Single Items: each time a Single Item is incorporated into a new End Product, you must create a new license; and

(b) Client use: if the same End Product is sublicensed to multiple Clients, a separate license for each of the Single Items used in that End Product is required for each Client to use the End Product.

For example: If you wish to use an Elements photo as part of a website and also for a music video, two separate licenses for that photo will be required. Similarly, if you have two Clients for whom you wish to use the same photo, a separate license will be required for each Client.

To use a Single Item more than once, you may create additional new licenses for that Single Item on the My Downloads page of your account.

5.5. Tools Content

(a) Installations: You are permitted to install Tools Content on an unlimited number of computers or devices that you own or control and no other computers or devices.

(b) Modification: You are not permitted to modify or make derivatives of any Tools Content.

5.6. Music Content

(a) Performing Rights Organizations: You are responsible for obtaining any public performance licenses, dependent on the rules of your local Performing Rights Organizations, local laws and your specific use of Music Content.

(b) Special rules regarding audio-only usage: You will not create, produce, distribute or sell audio products on CDs, downloadable files, mp3s or other audio-only products containing Music Content, other than where the audio product is a spoken word podcast, audiobook documentary or advertisement.

(c) Additional rights or compensation: Where additional rights or compensation may be due to third parties, for example where a customer must obtain Performing Rights licenses for Music Content, such requirements will be noted alongside the Content on the Service. You agree and acknowledge that you are solely responsible for satisfying any such requirements prior to use of the applicable Music Content.

5.7. Sublicensing Content

(a) Limited sublicense of Content: You are permitted to sublicense Content, excluding Tools Content, solely as follows:

(i) to a Client, solely to the extent necessary for the Client to use an End Product; and

(ii) to a service provider, solely to the extent necessary to facilitate your creation, distribution or promotion of End Products,

provided in each case that you must not permit Content to be extracted from an End Product by any sublicensee and you cannot grant a sublicense that is greater than the rights given to you under these Terms of Service.

(b) No sublicense of Tools Content: You are not permitted to sublicense or transfer your license for Tools Content, save for web fonts which may be sublicensed in accordance with section 5.7(a).

6. Your Content

6.1. Your Content: Subject to section 4 and as between you and Envato, you retain all right, title and interest in and to all information, data, text and other materials that you upload, post, display or otherwise transfer to us in connection with the Service, including all Input (Your Content).

6.2. Responsibility for Your Content: You are solely responsible for Your Content and you represent and warrant that:

(a) you have all rights, licenses and consents required to use Your Content;

(b) Your Content does not infringe any third party rights, including names, likenesses, trademarks, logos, works of art or architecture other protected elements or Intellectual Property Rights;

(d) Your Content complies with all applicable data protection laws and does not contain personal information unless the use of Your Content in connection with the Service is in full compliance with those laws.

6.3. Our use of Your Content: We will only use Your Content as necessary: (a) to provide, maintain, and optimize the Service; (b) to prevent or address Service or technical problems or at your request in connection with support matters; (c) to comply with applicable law; or (d) to enforce these Terms of Service and our policies. You hereby grant to us and our Affiliates an irrevocable, non-exclusive, perpetual, transferable license to use Your Content for these purposes.

6.4. Usage data: You hereby grant to us an irrevocable, non-exclusive, perpetual, transferable license to copy, de-identify, anonymize, process, collect, and analyze data relating to your use of the Service (including, for the avoidance of doubt, data relating to site activity, user preferences, and transaction patterns) and use such data for the purpose of maintaining, developing and improving our products and services and generating statistics for marketing purposes.

6.5. Records and audit: We are committed to protecting our contributing author’s work. You agree to maintain complete, accurate and up-to-date records of Content used through the Service, including details regarding Client usage. We reserve the right to conduct an audit of the records specifically relating to your use of Content (including your registration and incorporation of Elements Content into any projects, workspaces or other management platforms available on the Service, use of Content in any End Product, and any other materials and records that incorporate the Content) periodically (but not more than once per year), and for the purposes of any such audit you will (upon reasonable prior notice from us) provide access to these records. Without limiting any other remedies available under these Terms of Service, if Content is discovered to have been used in breach of these Terms of Service, you will immediately cease such use and reimburse us for all reasonable costs incurred in conducting the audit.

6.6. Privacy: Except for Your Content, which is subject to section 6.2(c), all other personal information we collect in connection with the Service (such as account login and other personal information relating to Authorized Users) will be handled in accordance with our Privacy Policy, which describes how we collect, use, and disclose personal information.

7. Envato AI Tools

7.1. Access to Envato AI Tools: Access to Envato AI Tools is available only if expressly stated in your Order Form. The specific tools, features, and usage limits within Envato AI Tools may vary depending on your subscription plan and the terms set out in your Order Form. Envato AI Tools is provided at Envato’s discretion and its tools, features, or usage limits may be modified, restricted, or discontinued at any time, including during the Term. Envato will not be liable for any loss, damage, or costs arising from such changes, and no refund or credit will be provided unless otherwise agreed in writing.

7.2. Supplemental terms for Envato AI Tools: Access to and use of Envato AI Tools and the Output generated by Envato AI Tools is subject to the Envato AI Tools Product Terms, which are incorporated by reference into these Terms of Service.

7.3. Outputs generated via Envato AI Tools: As between you and Envato, Envato retains all right, title, and interest in any Output generated via Envato AI Tools, as described in section 4.1, and grants you a license to use the Output as set out in section 5.1. For clarity, no rights in the Output are assigned to you, except in respect of any embedded portions of Your Content, and only to the extent that you hold pre-existing rights in that Content. You retain any rights you already hold in Your Content, including any Input used to generate an Output.

7.4. AI Content Review: You are solely responsible for submitting any Output for AI Content Review. Envato may determine, in its discretion, which categories of AI Tools and Output are eligible for AI Content Review, and these categories may change from time to time.

7.5. Limitations applicable to AI Technology: You acknowledge and agree that, in addition to the limitations and restrictions set forth in these Terms of Service, there are numerous limitations that apply with respect to artificial intelligence, machine learning systems and similar technology, including third party large language models (collectively, AI Technology) used as part of Envato AI Tools and the Output it generates, including that (i) it may contain errors or misleading information and may not be accurate, reliable or suitable for any specific use; (ii) AI Technology is based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content; (iii) AI Technology can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense; (iv) AI Technology does not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey; (v) AI Technology can perpetuate biases that are present in the data used to train them, which can result in Output that is inappropriate, discriminatory or offensive; (vi) AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making; (vii) AI Technology require large amounts of data to train and generate content, and the data used to train AI Technology may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output; and (viii) AI Technology-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal.

7.6. Reliance on Outputs: You are responsible for evaluating the accuracy, reliability, legality, and suitability of all Outputs from Envato AI Tools. You will use independent judgement, discretion and due diligence before relying on or otherwise using Output, including any Commercial Use. You will use discretion before instructing or prompting Envato AI Tools to generate any Output or take any actions on your behalf, and are solely responsible for monitoring and approving any such Output and actions.

8. Payment terms

8.1. Subscription Fee: Unless otherwise specified in an Order Form, you must pay the Subscription Fee by the payment method set forth in each Order Form within 14 days of the date on which the last party signs the Order Form and, in any event, prior to the Subscription Start Date. We reserve the right to suspend Service access in the case of outstanding payment.

8.2. Late payment: Any Subscription Fees outstanding for more than thirty (30) days after the due date for payment will incur interest at 1.5% per month, or the maximum amount permitted by law, if less.

8.3. Payment processing: To facilitate payments, including via credit card or debit card, we may use one or more third-party payment processors (the Payment Processors). You hereby authorize Envato through the Payment Processors to bill your payment instrument in accordance with the terms set forth in the Order Form. Notwithstanding any amounts owed to us hereunder, WE DO NOT PROCESS PAYMENTS FOR ANY SERVICES. These payment processing services are provided by the Payment Processors and are subject to the applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, Payment Processor Agreements). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreements, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store payment information and continue billing your specified payment method. Envato assumes no liability or responsibility for any payments you make through the Service.

8.4. Taxes: Unless otherwise stated in an Order Form:

(a) Withholding: If a deduction or withholding is required by applicable law, you will: (i) withhold the legally required amount (which can be determined after requesting any required information to support the tax treaty rate from us) from payment and remit to the applicable taxing authority; (ii) increase the sums paid to us such that the amount received by us after the withholding tax is deducted is the full amount we would have received if no withholding or deduction had been made; and (iii) on request, deliver to us original documentation or a certified copy evidencing such payment.

(b) VAT or sales tax: If VAT or other sales or consumption tax is payable by us on any supply made under these Terms of Service or the applicable Order Form, you will increase the sums paid to us by an amount equal to such tax payable on the supply. We will provide a tax invoice for the supply.

(c) Tax information: From time to time, we may request or collect information or documentation from you that may be used for tax purposes, including location information for tax residency purposes. Tax rates are calculated based on this information and the applicable tax rate at the relevant time. Any information you provide must be accurate, complete and kept up-to-date.

8.5. Currency: All Subscription Fees and all references to “dollars” or “$” in these Terms of Service or the applicable Order Form are to United States dollars unless otherwise stated.

8.6. Refunds: Subscription Fees are non-refundable, except when required by law or as otherwise specifically permitted in these Terms of Service. If we agree to refund any Subscription Fee previously paid by you, such refund shall be made using the payment method originally used by you to pay such fees.

9. Term and termination

9.1. Term

(a) Term: The term of these Terms of Service and the applicable Order Form will commence on the Subscription Start Date and will remain in effect until the expiration or termination of all Order Forms, unless terminated earlier in accordance with these Terms of Service.

(b) Renewal: Unless otherwise specified in an Order Form, the initial term of each Order Form will be twelve (12) months. Upon expiry of the initial term, the Order Form will automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. We will provide you with notice of an upcoming renewal at least thirty-five (35) days before the renewal date. This notice will include any changes to pricing, and if you do not agree to the updated pricing, you may cancel your subscription in accordance with this section.

9.2. Termination

(a) Cancellation by you: You may cancel your subscription by providing us with at least thirty (30) days’ prior written notice, either via email or through any account management interface we make available. Cancellation will take effect at the end of your then-current billing period following the notice period, and no refunds will be issued for fees already paid, except when required by law.

(b) Termination for cause: Either party may terminate these Terms of Service or any applicable Order Form immediately upon written notice if (i) the other party commits a material breach that is not capable of being remedied; or (ii) the other party commits a material breach that is capable of remedy but fails to cure that breach within thirty (30) calendar days of receiving written notice specifying the breach in reasonable detail.

9.3. Effect of termination

(a) Service access: Access to the Service will immediately cease on termination. You will no longer be able to create End Products using Content.

(b) Content Licenses: All licenses granted for the use of Content incorporated into an End Product during the Term will survive termination or expiry of these Terms of Service or the applicable Order Form. However, if we terminate these Terms of Service or an Order Form due to your non-payment of Subscription Fees or other material breach:

(i) all rights to access to use the Service and Content will immediately terminate; and

(ii) you must, and must ensure that your Clients and other licensees, immediately cease all use of the Content (including as part of any End Product), and remove and delete all copies; and

(c) Survival: The following sections will survive any termination or expiration of these Terms of Service or any applicable Order Form: IP rights, Payment terms, Term and termination, Indemnification, Limitation of liability, Confidential Information, Miscellaneous, Definitions, and any other provisions which by their nature are intended to survive.

10. Representations and warranties

10.1. Mutual representations: Each party represents and warrants that:

(a) it has the power and authority to enter into these Terms of Service and the applicable Order Form;

(b) it is under no obligation, contractual or otherwise, that will interfere with performance of these Terms of Service or the applicable Order Form; and

(c) these Terms of Service and each Order Form constitutes a legal, valid and binding obligation when signed or otherwise accepted by both parties.

10.2. Disclaimer: TO THE EXTENT PERMITTED UNDER THE LAW, THE SERVICE, CONTENT, ENVATO AI TOOLS AND THIRD PARTY SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS” BASIS AND WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. YOU ACKNOWLEDGE THAT NEITHER WE OR OUR AFFILIATES MAKE ANY WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) YOUR ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE CONTENT OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE SERVICE OR THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

11. Indemnification

11.1. Indemnification by Envato: We will indemnify you against any costs, damages and reasonable lawyers’ fees finally awarded against you by a court of competent jurisdiction resulting from a third party claim that your authorized use of Content in accordance with these Terms of Service infringes that third party’s Intellectual Property Rights.

11.2. Conditions to indemnification: Notwithstanding anything to the contrary in these Terms of Service, we will have no liability to you, including under section 11.1, to the extent a claim results from:

(a) the combination or use of any Content with other materials, or the modification of any Content, if the claim would not have arisen but for such combination or modification;

(b) use of any Output that has not been reviewed and approved through the AI Content Review process;

(d) use of any Content outside of the Content License scope or for prohibited purposes;

(e) Your Content infringing any third party rights, including names, likenesses, copyright, designs, trademarks, logos, works of art or architecture, other protected elements or Intellectual Property Rights;

(f) use of the Service to intentionally create infringing or illegal content; or

(g) your breach of these Terms of Service or applicable laws or regulations.

11.3. Indemnification procedure: To seek indemnification under these Terms of Service, you must promptly notify us of any claim, provide relevant details, and not admit liability, settle, or incur costs without our consent (except as legally required). We may control the defense of the claim at our expense. Any settlement requires your prior written consent (not to be unreasonably withheld, conditioned or delayed). You will cooperate in the defense and may participate at your own cost.

11.4. Remedial action: If any Content becomes, or in our opinion is likely to become, the subject of any third party claim of infringement, we may at our sole discretion and expense:

(a) procure the right for you to continue using the Content;

(b) replace or modify the Content to make it non-infringing while providing substantially similar functionality; or

(c) terminate your rights to the affected Content or, if necessary, terminate the applicable Order Form, and refund any prepaid Subscription Fees on a prorated basis for the remainder of the Term. This refund will be your sole and exclusive remedy for such a claim.

11.5. Exclusive remedy: Sections 11.1 to 11.4 set out our sole and exclusive obligations, and your sole and exclusive remedies, for any claims relating to infringement, misappropriation or violation of third party Intellectual Property Rights.

11.6. Indemnification by Customer: You will indemnify us and our Affiliates from and against any liabilities, damages and costs (including reasonable lawyers’ fees) arising from a third party claim in connection with your use of the Service or Content (other than a claim covered by our indemnity under section 11.1).

12. Limitation of liability

12.1. Exclusion of certain damages: EXCEPT FOR LIABILITY ARISING FROM A PARTY’S (I) BREACH OF CONFIDENTIALITY, (II) GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR (III) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH OR IN RELATION TO THESE TERMS OF SERVICE FOR ANY LOSS OF PROFITS, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF.

12.2. General liability cap: OTHER THAN FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11 (BUT SUBJECT TO SECTION 12.3), OR FOR OUR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR TOTAL LIABILITY FOR CLAIMS ARISING OUT OF OR IN RELATION TO THESE TERMS OF SERVICE EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY.

12.3. Liability cap for indemnity claims: IN NO EVENT SHALL OUR TOTAL LIABILITY FOR AMOUNTS PAID IN CONNECTION WITH CLAIMS SUBJECT TO INDEMNIFICATION UNDER SECTION 11 EXCEED THE SINGLE ITEM LIABILITY LIMIT FOR ANY SINGLE ITEM OF CONTENT, OR IN THE AGGREGATE, THE GLOBAL LIABILITY LIMIT, AS SPECIFIED IN YOUR ORDER FORM.

12.4. Application of limitations: The limitations in this section apply regardless of the cause or theory of liability (whether in contract, tort or otherwise), and even if the claim or loss was foreseeable or a party has been advised of the possibility of such claim or loss.

13. Confidentiality

13.1. Confidential Information: Both parties agree to keep confidential any non-public information and data disclosed by the other party that is designated as confidential, or would reasonably be considered confidential under the circumstances (Confidential Information). Each party will use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

13.2. Exclusions: Confidential Information does not include information that:

(a) is or becomes publicly available without breach of these Terms of Service;

(b) was known by the receiving party before disclosure, without a confidentiality obligation;

(d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or

13.3. Permitted disclosure: A party may disclose Confidential Information only to its Affiliates, employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in these Terms of Service. A party may disclose Confidential Information to the extent required under applicable law, regulation, or court order, if that party uses reasonable efforts to notify the disclosing party, to the extent permitted, prior to doing so.

13.4. Duration: The confidentiality obligations under these Terms of Service will survive its expiration or termination and will remain in effect until the relevant Confidential Information meets one of the exclusions listed above in section 13.2. For Confidential Information that qualifies as a trade secret, the receiving party’s obligations shall remain in effect for as long as such information continues to be protected as a trade secret under applicable law.

14. Dispute resolution

Any controversy or claim arising out of or relating to these Terms of Service, or the breach thereof, shall be settled by binding arbitration administered by one neutral arbitrator under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. This agreement to arbitrate includes claims that arose before you first accepted any version of these User Terms containing an arbitration provision. The place of arbitration shall be the state and county of New York. The language of the arbitration shall be English. The parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing, either party hereto shall be entitled to seek injunctive or equitable relief from a court of competent jurisdiction without the necessity of posting bond or proving actual damages.

15. Miscellaneous

15.1. Notices: Any notices under these Terms of Service must be given in writing and may be sent by registered post or email. A notice must be sent to the postal or email address provided in accordance with these Terms of Service. Either party may update their contact information by providing notice to the other. Notices sent by email after 5pm ET shall be taken to have been received on the next calendar day. Notices sent by registered post shall be received on the date delivered by the carrier. Notice details for each party are:

Customer: The Customer contact details specified in the Order Form

Envato: Postal address: PO Box 16122, Collins Street West, Victoria, Australia 8007
Email address: legal@envato.com

15.2. Availability: While we strive to provide continuous access to the Service, you acknowledge and agree that the Services may not be available at all times. Downtime may occur for any reason, including due to planned maintenance, system updates, network interruptions, force majeure events, or other technical issues. We will not be liable to you for any loss you suffer as a result of any unavailability of the Service or any Content.

15.3. Third Party Services: We may use third party software and services (Third Party Services) in order to make the Service available to you. With respect to Third Party Services:

(a) your use of Third Party Services as part of the Service is at your own risk;

(b) to the extent permitted by law, we do not endorse or assume any responsibility for any Third Party Service;

(d) unless otherwise stated by us, we are not affiliated with or otherwise associated with any of the Third Party Services used as part of the Service.

15.4. Relationship of parties: Nothing in these Terms of Service shall be deemed to create an employment, agency, joint venture or partnership relationship between the parties. Each party is an independent contractor and neither of us can bind the other or act on the other’s behalf.

15.5. Use of Affiliate services: We may use the services of an Affiliate for any purpose in relation to the Service, including to issue invoices and collect, make or process payments.

15.6. Waiver and rights: Failure to enforce any provision of these Terms of Service will not constitute a waiver of our rights. We reserve all rights not expressly granted in these Terms of Service.

15.7. Assignment: Neither party may assign or transfer its rights or obligations under these Terms of Service without the prior written consent of the other party (which shall not be unreasonably withheld), provided that we may assign or transfer these Terms of Service, without notice or consent, to any Affiliate or in connection with a merger or sale of all or substantially all of our assets or business.

15.8. Publicity: You agree that we may include your name and logo in marketing promotional materials, including on websites, apps, social media, press releases, case studies and customer lists, to identify you as a user of the Service and/or highlight your use of the Service. You may revoke this permission by providing written notice to us.

15.9. No audit or due diligence: Unless otherwise agreed by us in writing, you shall have no right to audit, inspect, or conduct due diligence on our systems, operations, or other aspects of the Service and we shall not be required to respond to or participate in any audit, due diligence process or security assessment.

15.10. Compliance with law: Each party agrees to comply with all applicable laws in its performance of these Terms of Service, including those relating to data protection, intellectual property, export control, economic sanctions and anti-bribery and corruption.

15.11. Sanctions: Each party represents and warrants that it is not listed on any U.S. government issued sanctions or restricted parties list, or similar lists maintained by the European Union, United Nations, or other relevant authorities, and will not permit users to access or use the Service in violation of any applicable export restrictions or sanctions programs.

15.12. Force majeure: Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to us) under these Terms of Service due to causes beyond its reasonable control, including acts of God, natural disasters, acts of government, war, terrorism, labor disputes, widespread internet, network or hosting provider outages, denial-of-service attacks, or pandemics.

15.13. Entire agreement: These Terms of Service together with the associated Order Forms constitute the entire agreement between you and us with respect to the Service and supersedes any previous communications, representations, understandings or agreements between you and us.

15.14. Severability: If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable for any reason, the remaining provisions will continue in full force and effect. Such provisions should be revised only to the extent necessary to make them enforceable.

15.15. Conflicting terms: If there is a conflict or inconsistency among the following documents, the following order of precedence will apply: (a) the Order Form; (b) these Envato Enterprise Terms of Service; and (c) the policies and other documents incorporated by reference in these Terms of Service. For clarity, the Envato Elements User Terms and the Envato AI Tools User Terms do not apply to you.

15.16. Governing law: These Terms of Service, and each associated Order Form, are governed by and shall be construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles.

15.17. US Government customers: If you are a United States federal, state or local government customer, these Terms of Service may be subject to, and varied by, a US Government Amendment which will be provided by us.

16. Contact Us

Please contact us at enterpriseam@envato.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.

17. Definitions

Affiliate means any entity that controls, is controlled by, or is under common control with a party, where “control” means the ability to direct the management and policies of that entity.

AI Content Review means our internal review process used to evaluate and approve Output generated by eligible tools within Envato AI Tools for Commercial Use, which may involve human review of such Output.

Envato AI Tools means a service provided by us at https://labs.envato.com/ (or any successor or related site), including all features, functionalities, websites, software and other content offered, or made available thereon that are powered by artificial intelligence.

Client means a person or entity to whom you render design, development or digital services.

Commercial Use means any use of Content that involves marketing, promotion, advertisements or product packaging, regardless of whether income is directly generated from the use of the relevant Content.

Content means Elements Content and Output.

Content Limit means any limit as to type or amount of Content as specified in the Order Form.

Elements Content means all content (including stock photos, templates, images, video, and Music Content) as is validly downloaded or sourced from the Service by you in compliance with these Terms of Service, subject to any Content Limit. For the avoidance of doubt, Elements Content excludes Output generated by Envato AI Tools and Your Content, unless otherwise stated in these Terms of Service.

End Product means a customized implementation of a Single Item, which requires human-generated skill and effort and may include other materials such that the result is larger in scope and different in nature to the Single Item. In respect of Tools Content, the End Product is the installation of the Tools Content on any computer or device you own or control.

Global Liability Limit means the applicable amount set out in an Order Form.

Input means any information, data, materials, commands or other content (such as a text, or media such as images, video, audio, or other multimedia files) that is submitted into Envato AI Tools to generate an Output based on the information it has processed.

Intellectual Property Rights means any present and future intellectual property rights existing anywhere in the world, including copyright, patents, trademarks, designs, and all other rights of a similar nature arising through intellectual activity, whether or not registered or capable of registration.

Music Content means any Content in the form of musical recordings, compositions or other sound or audio recordings.

Order Form means the ordering document, online sign-up process, or other written or electronic agreement (including any confirmation screen or email) that specifies the Service, subscription plan type, usage limits, pricing and any other relevant details agreed between you and us.

OOH Services means out-of-home advertising and marketing materials intended for public display outside of a consumer’s home. This includes, but is not limited to, billboards, transit advertising (e.g., buses, taxis, subways, airports), street furniture (e.g., kiosks, benches, shelters), digital signage, large-scale building wraps, stadium signage, and other outdoor media placements designed for broad public exposure.

OTT Services means over-the-top content delivery platforms that stream media via the internet directly to end users, bypassing traditional distribution platforms such as cable, broadcast, or telecommunications networks. These services include video-on demand platforms such as Amazon, Netflix, Hulu, Disney+, Max, Youtube Premium, and Peacock.

Output means content generated by Envato AI Tools, including but not limited to images, artwork, graphics, icons, music, text-to-voice audio, image-to-video, text to video and other content such as retrieved image results, based on the Input submitted into Envato AI Tools.

Seats means the number limit on Authorized Users as specified in the Order Form.

Single Item means one item of Content, including all variations (such as resolution, quality, duration or file form) made available on, or generated by, the Service.

Single Item Liability Limit means the applicable amount set out in an Order Form.

Subscription Fees means the sums payable for access to the Service, as specified in an Order Form.

Subscription Start Date means the date on which access to the Service is first made available to you.

Term means the duration for which you subscribe to the Service as set out in the Order Form, and any renewal term.

Tools Content means any Content in the form of a font, installable software extension or utility designed to perform specific tasks in order to create other works and includes 3D and video software scripts, 3D and video software plug-ins, and graphics software add-ons.