Legal

Empowa Systems Terms and Conditions and EULA

Last modified: 2023-06-07

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Empowa Systems Terms and Conditions and EULA

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Empowa Pay T&Cs

Update: June 2023

Decentralized Applications Agreement

Empowa Systems, LLC. ("ESLLC") welcomes you to Empowa Systems Decentralized Applications ("ESDapps"). These terms and conditions of service govern your use of ESDapps and related services provided to the Subscriber.

1. Agreement

This agreement governs your use of ESDapps to develop and host applications using the Empowa Desk platform. Applications may be for your own use or licensed to clients.

2. Terms of Service

  • 2.1 You agree to be charged monthly, quarterly, or yearly fees. Subscriptions automatically renew unless you opt out. Upon termination, unused portions are refunded. ESLLC reserves the right to modify subscription fees.
  • 2.2 You warrant that all content and intellectual property in your Applications are fully licensed or owned by you, and not copied from other users' work.
  • 2.3 Customers receive modification rights to Applications by default. You are responsible for licensing agreements restricting these rights if desired.
  • 2.4 Data published with Applications must be duly licensed or owned. Licensing grants Customers data usage rights.
  • 2.5 You acknowledge that ESLLC and other users may develop competing Applications and agree not to assert IP claims against them for independently developed work.
  • 2.6 You may not post Applications for illegal purposes. ESLLC may remove violating Applications.
  • 2.7 You must provide Customers necessary technical assistance regarding your Applications.

3. Backup

  • 3.1 Standard backup service includes full server-based backups every 24 hours. Additional incremental services are available per your subscription package.
  • 3.2 While ESLLC maintains regular backups, it does not guarantee backup existence, accuracy, or regularity. "ESLLC is not responsible or liable for any loss of business" due to downtime.

4. Monitoring & Response

  • 4.1 ESLLC uses third-party external monitoring with checks every 5 minutes for network and web service access.
  • 4.2 Maximum initial response time for managed services is 2 hours via online ticketing. Final resolution time varies by issue nature.
  • 4.3 ESLLC provides 99.9% uptime but aims for 100%.
  • 4.4 ESLLC retains the right to run monitoring software for optimization and system health.

5. Maintenance

  • 5.1 ESLLC may temporarily suspend services for maintenance with 72-hour advance notice unless critical. Scheduled maintenance is not counted as service interruption.
  • 5.2 Maintenance includes necessary software patching, Empowa Desk upgrades, and emergency critical security updates with minimal downtime.

6. Services Guarantee

  • 6.1 ESLLC guarantees infrastructure and services availability per your subscription's level of care within any given month, excluding scheduled maintenance.
  • 6.2 For application layer issues, ESLLC provides brief investigation and notifies relevant parties, making no guarantees on information provided.
  • 6.3 For application errors and bugs, valid Empowa Desk Software Assurance is required for support.

7. Data Processing and Privacy

  • 7.1 ESLLC provides Services at your direction but has no knowledge of data you store or process.
  • 7.2 You retain full ownership and sole custody of hosted data and control its entire lifecycle.
  • 7.3 You remain solely responsible for personal information collected and processed. You must take reasonable steps to protect data and comply with applicable laws, including encryption of regulated data.

8. Publicity

  • 8.1 You may publicly state you are a subscriber or user of our Services. ESLLC may include your name and trademarks in subscriber lists and promotional materials. You may opt out by emailing support.

9. Termination

  • 9.1 Either party may terminate by written notice. You must remove Applications and Data within 45 days or request a backup. After 45 days, all Applications and Data are deleted and purged.

10. Changes

  • 10.1 ESLLC may change agreement terms, posting updates on the website. Your continued use indicates agreement to changes.

11. Headings

  • 11.1 Headings are for convenience only and do not affect interpretation.

12. Limited Warranty and Limitation of Liability

  • 12.1 "YOU AGREE THAT ESDapps IS PROVIDED TO YOU BY ESLLC 'AS IS' AND ANY EXPRESS OR IMPLIED WARRANTIES…ARE DISCLAIMED." ESLLC disclaims implied warranties of merchantability and fitness for particular purpose. ESLLC is not liable for direct, indirect, incidental, special, exemplary, or consequential damages.

13. Governing Law

  • 13.1 This Agreement is governed by Delaware law without regard to conflict principles. Both parties submit to exclusive jurisdiction of Delaware courts.

END-USER LICENSE AGREEMENT

NOTICE: By downloading, installing, copying, or using the Software, you agree to be bound by this EULA. If you do not agree, you must not use the Software and must return or delete it within 30 days.

1. DEFINITIONS

  • 1.1 "The Licensor" means Empowa Systems, LLC.
  • 1.2 "Plugin" means an additional module provided with or used with the Software for which you paid applicable license fees and accepted additional terms.
  • 1.3 "Open Source Software" means open source components licensed under applicable terms, detailed in NOTICE.txt file.
  • 1.4 "DApp," "App," or "Sample App" means a decentralized application developed with and to run on the Software.
  • 1.5 "Software" means the Empowa Systems software product licensed under this EULA, including Plugins, Sample Apps, related components, APIs, media, documentation, and updates.
  • 1.6 "Software License Key" means a serial number issued to activate and use the Software.

2. GRANT AND USE RIGHTS FOR SOFTWARE

  • 2.1 The Software is licensed, not sold. The Licensor grants you a non-exclusive, non-transferable license without sublicense rights to use the Software's object code per documentation and your payment/Software License Key, subject to product-specific terms.
  • 2.2 You may make a reasonable number of machine-readable copies solely for backup or archival purposes.
  • 2.3 You may not: (i) sell, lease, license, sublicense, distribute, time-share, or transfer the Software or License Key to third parties; (ii) disclose or permit third-party use without written consent; (iii) modify, adapt, translate, or create derivative works; (iv) decompile, disassemble, or reverse engineer except as permitted by law; (v) remove or alter titles, trademarks, or copyright notices; (vi) use for benchmarking or competitive purposes; (vii) bypass security devices; or (viii) use unlawfully.
  • 2.4 External Plugins and Apps not distributed with the Software are subject to their own licenses.

3. TITLE

  • 3.1 The Licensor retains all right, title, and interest in the Software, License Key, and related intellectual property. Your rights are limited to those expressly granted. The Licensor reserves all rights not expressly granted.

4. SUPPORT AND SUBSCRIPTION SERVICES NOT INCLUDED

  • 4.1 The Licensor provides no support services under this EULA. This EULA grants no rights to updates or upgrades. Support and subscription services, if purchased separately, are provided under a separate agreement. Supplemental code provided with support services is part of the Software. The Licensor may use technical information provided for any business purpose without restriction.

5. TERMINATION

  • 5.1 The Licensor may terminate immediately if you: (i) fail to comply with EULA terms; (ii) fail to pay fees within 10 days after notice; or (iii) become subject to bankruptcy or similar proceedings.
  • 5.2 Upon termination, all license rights cease immediately. You must cease use and destroy all Software copies, License Keys, and Confidential Information. Sections 1, 2.3, 3, 5.2, 6, 7, 8, and 9 survive termination.

6. CONFIDENTIALITY

  • 6.1 "Confidential Information" means information labeled confidential or reasonably understood as confidential. The Licensor's Confidential Information includes: (i) Software License Keys; (ii) pricing, product roadmaps, or strategic marketing information; and (iii) non-public Software materials.
  • 6.2 Recipients may use Confidential Information only to exercise rights and perform obligations under this EULA or in connection with the business relationship. Recipients will disclose only to employees or contractors with a need to know and under equal confidentiality duties. Recipients will protect information with reasonable care.
  • 6.3 Obligations do not apply if Recipients show the information: (i) was already known; (ii) was disclosed by a third party with rights; (iii) is publicly available; or (iv) was independently developed. Recipients may disclose if required by law, provided they notify the Discloser and cooperate in contesting the requirement.

7. DISCLAIMER AND LIMITATION OF LIABILITY

  • 7.1 "THE SOFTWARE IS PROVIDED 'AS-IS' AND 'AS-AVAILABLE' WITH ALL FAULTS, AND THE LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY…" The Licensor specifically disclaims implied warranties of merchantability, fitness for particular purpose, and non-infringement. The Software will not necessarily operate uninterrupted, be free from defects, or meet your requirements.
  • 7.2 "IN NO EVENT WILL THE LICENSOR BE LIABLE FOR ANY LOST PROFITS…LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES…" The Licensor's liability will not exceed license fees paid, if any. These limitations apply to the maximum extent permitted by law.

8. EXPORT RESTRICTIONS

  • 8.1 This EULA is subject to U.S. export laws and regulations. You agree to comply with all national and international laws applying to the Software, including U.S. Export Administration Regulations. The Software may not be exported to embargoed countries or in violation of Department of Commerce regulations. You represent that: (a) you are not a citizen of embargoed countries and not listed on prohibited persons lists; and (b) you will not use the Software for prohibited purposes including weapons development.

9. GENERAL

  • 9.1 This EULA, executed order forms, and amendments constitute the entire agreement and supersede all prior communications and proposals. EULA terms supersede conflicting order terms.
  • 9.2 Headings are for convenience and do not affect interpretation. "Including" means "including but not limited to."
  • 9.3 No failure to exercise rights waives those rights. The Licensor may change EULA terms posted on the website. Continued use indicates agreement to changes.
  • 9.4 If any provision is illegal or invalid, it will be enforced to the maximum extent permissible without affecting other provisions.
  • 9.5 This EULA is governed by Delaware law without regard to choice of law principles. Disputes may only be instituted in Delaware state or federal courts, to which you irrevocably consent. "YOU…AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY."
  • 9.6 You may not assign this EULA without written consent. Any attempted assignment is null and void. The EULA binds successors and assigns.
  • 9.7 This EULA does not create rights for non-parties, and non-parties may not enforce its terms.
  • 9.8 Failure to perform is excused if caused by acts of God, government actions, riots, strikes, war, epidemics, pandemics, fire, flood, natural disasters, or similar causes.
  • 9.9 Legal notices should be directed to: Empowa Systems, LLC., Dover, DE 19901, United States of America.