Empowa Pay T&Cs

Update: June 2023

Decentralized Applications Agreement

Empowa Systems, LLC. (“ESLLC”, “we”, “us” or “our”) welcomes you to Empowa Systems Decentralized Applications (“ESDapps”). These terms and conditions of service (collectively, with ESLLC’s “Privacy Policy” or “Service Level Agreement”) govern your use of ESDapps and the services, features, content or applications operated by ESLLC (together with ESDapps, the “Services”), and provided to the Subscriber (the “Subscriber”, “you”, “your” or the entity that you  represent).

Alongside our standard SLA and Privacy Policy, the following additional terms are for our on-demand services:

1. Agreement
   1.1 This is an agreement between you and ESLLC governing your use of ESDapps that allow users to develop and host applications (“Applications”) using the Empowa Desk platform.
   These applications may be for your own use or licensed by you to your clients that may be individuals or business entities (“Customers”).

    

2. Terms of Service
   2.1 That you agree to be charged a monthly, quarterly or yearly fee for the use of ESDapps. Your subscription will be automatically renewed at the end of each subscription period unless you inform ESLLC that you do not wish to renew the subscription. In the event of termination of the subscription, you will be refunded the subscription fee for the unused portion of the subscription period. ESLLC reserves the right to change the subscription fee.
   2.2 That you warrant that all content, intellectual property rights in and to the Applications developed, published or imported by you are fully licensed or owned by you. You specifically warrant that you have not copied the script or logic for the Application from applications developed by other users.
   2.3 You understand that the right to modify the Applications is granted to your Customers by default. If you do not wish to permit the Customers to modify the Applications, you are entirely responsible for entering into a suitable agreement with the Customers. That you are solely responsible for making the license terms of your Applications known to your Customers and for entering into suitable agreements with your Customers in this regard.
   2.4 That if you publish your Application with any data, you represent that such data is duly licensed or owned by you. You also understand that by licensing the Application along with data, you grant the Customer a license to use such data.
   2.5 You acknowledge that ESLLC and other users of Empowa Desk software (whether hosted on ESDapps or installed on-premise) may develop and post similar or otherwise competing Applications. You agree not to make any intellectual property right infringement claims against ESLLC or other Developers in respect of similar or competing Applications independently developed by them.
   2.6 You agree not to post any Application that may be used for any illegal purpose. You also agree that ESLLC may remove Applications that violate this condition.
   2.7 You agree to provide your Customers the necessary technical assistance and resolve issues with respect to your Applications.

    

3. Backup
   3.1 Our standard backup service includes full server-based backups every 24 hours. Additional incremental backup services are available as required based on the package you are subscribed to.
   3.2 While ESLLC attempts to keep regular backups of data stored on our systems, we do not guarantee the existence, accuracy, or regularity of our backup services and, therefore, ESLLC does not guarantee that its backup procedures will prevent the loss of, alteration of, or improper access to our clients’ information. ESLLC is not responsible or liable for any loss of business which may occur due to downtime.

    

4. Monitoring & Response
   4.1 ESLLC goes to every effort for effective external monitoring. ESLLC uses third party services to provide accurate monitoring outside of our network, with checks scheduled to run every 5 minutes. This monitoring alerts engineers of potential problems with: a) Network access b) Web service access (HTTP/HTTPS unless otherwise requested). Other kinds of checks/monitoring may be set up by arrangement.
   4.2 Maximum initial response time for managed services is 2 hours. An online ticketing system will be provided to handle support requests for you based on the package you are subscribed to. Final request resolution and total resolution time will vary depending on the nature of the issue, and are not covered with an SLA. Response time is measured from the time at which ESLLC staff are notified of the issue(s) by our monitoring systems.
   4.3 ESLLC provides 99.9% uptime, but aims for 100% uptime.
   4.4 ESLLC retains the right to run software which may consume server resources in order to operate statistics and server-side monitoring services, to be used for the optimization, alerting and overall system health monitoring.

    

5. Maintenance
   5.1 It may be necessary for ESLLC to temporarily suspend services to maintain our network, hardware, server OS, or other facilities. We will provide you with reasonable advance notice (72hrs) of the scheduled maintenance unless the nature of the maintenance is deemed critical. This will not be deemed as an interruption of the service for the purpose of calculating network, infrastructure, or hardware availability. Notice will be provided by email and our website.
   5.2 Maintenance includes the patching of necessary software as required, upgrade of Empowa Desk and may include emergency patching which could result in temporary loss of services. Emergency patching could include critical security updates which must be installed in a time critical manner. All efforts will be taken to reduce such instances to an absolute minimum of downtime.

    

6. Services Guarantee
   6.1 ESLLC guarantees that infrastructure and services related to all reasonable access to agreed services will be available for the period guaranteed in the level of care your subscription package plan is associated with, within any given month, excluding scheduled maintenance.
   6.2 For any issues which arise from the managed application layer, ESLLC will provide a brief investigation to ascertain what the nature of the issue may be. ESLLC will notify relevant parties (client, developer) of their initial investigations, but make no guarantees for any information provided.
   6.3 For application errors, bugs or any other related problems, please ensure your Empowa Desk Software Assurance is valid in order to obtain support.

7. Data Processing and Privacy
   7.1 ESLLC provides the Services at the direction of the Subscriber, but ESLLC has no knowledge of the data (including any personal data) that the Subscriber stores or otherwise processes when using the Services.
   7.2 You retain full ownership and sole custody of the data and are in control of the entire lifecycle of your hosted data and how such data is classified, accessed, exchanged or otherwise processed when using the Services.
   7.3 Pursuant to preceding clauses, you remain solely responsible for any personal information that you collect and process. The Subscriber must take all reasonable steps to protect the hosted data and to comply with laws and regulations as they may apply to the hosted data and the Subscriber. Such reasonable steps would include the Subscriber’s encryption of personal or any regulated data.

    

8. Publicity
   8.1 You are permitted to publicly state that you are a subscriber or user of our Services. We may include your name and trademarks in a list of our subscribers, online or in promotional materials or verbally reference you as one of our subscribers. You may opt out of the provisions in this clause by emailing a request to our support system.

9. Termination
   9.1 ESLLC or you may terminate this Agreement by giving written notice. During such time, you must remove your Applications and Data from ESDapps servers and/or request for a copy of the latest server backup, within 45 days of receiving the notice; After the 45 days, all Applications and Data will be deleted and purged from the ESDapps servers.

    

10. Changes
    10.1 From time to time, ESLLC may change the terms of this Agreement. ESLLC will post the updated Agreement on the EmpowaSystems.io website. Your continued use of ESDapps will indicate your agreement to the change.

11. Headings
    11.1 Headings under this agreement are intended only for convenience and shall not affect the interpretation of this agreement.

     

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, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL ESLLC BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

     

13. Governing Law
    13.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, United States of America, without regard to principles of conflicts of law. The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of the State of Delaware, United States of America.

END-USER LICENSE AGREEMENT

NOTICE: BY DOWNLOADING AND INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END-USER LICENSE AGREEMENT (THIS “EULA”). “YOU” MEANS YOU INDIVIDUALLY OR THE ENTITY THAT YOU REPRESENT (AND, AS APPLICABLE, YOUR USERS. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF ANY ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE, AND, IF APPLICABLE, YOU MUST DELETE AND/OR RETURN THE UNUSED SOFTWARE TO THE LICENSOR WITHIN THIRTY (30) DAYS.

1 DEFINITIONS

1.1 “The Licensor” means Empowa Systems, LLC.

1.2 “Plugin” means an additional module that may be provided with and/or used in conjunction with the Software for which you have paid the applicable license fee and accepted any applicable additional license terms.

1.3 “Open Source Software” means various open source software components licensed under the terms of applicable open source license agreements included in the materials relating to such software. Open Source Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions. The Open Source Software licenses can be found in the NOTICE.txt file.

1.4 “DApp”, “App”, or “Sample App” means a decentralized application, an app, software application, or computer program that is developed with, and to run on, the Software and that may be distributed with the Software.

1.5 “Software” means the Empowa Systems software product that is licensed to you under this EULA, including Plugins, Sample Apps, any related components purchased or provided with the Software, application programming interfaces, associated media, printed materials, online or electronic documentation, and any subsequent editions, updates, and maintenance releases thereto.

1.6 “Software License Key” means, if applicable, a serial number issued to you to activate and use the Software.

2 GRANT AND USE RIGHTS FOR SOFTWARE.

2.1 License. The Software is licensed, not sold. Subject to the terms of this EULA, the Licensor hereby grants you a non-exclusive, non-transferable license, without rights to sublicense, to use the object code of the Software for the purpose as set forth in the applicable documentation for the Software and to the extent permitted by your payment of applicable license fees under an approved licensing model and/or your Software License Key, subject to the software product specific terms specified in this EULA. 

2.2 Copying. You may not copy the Software except that you may make a reasonable number of machine-readable copies of the Software solely for backup or archival purposes. 

2.3 Restrictions. You may not, and may not permit any third party to: (i) sell, lease, license, sublicense, distribute, time-share, or otherwise transfer in whole or in part the Software or the Software License Key to any third party; (ii) provide, disclose, divulge, or make available to, or permit use of the Software in whole or in part by, any third party without the Licensor’s prior written consent; (iii) modify, adapt, translate, or create derivative works based upon the Software; (iv) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part, except to the extent expressly permitted by applicable law, and to the extent that the Licensor is not permitted by that applicable law to exclude or limit the foregoing rights; (v) remove, alter, or obscure any titles, trademarks, trade names, copyright notices, legends, or other proprietary notices on or in any copies of the Software; (vi) use the Software for benchmarking purposes or in any manner competitive with the business of the Licensor; (vii) bypass or circumvent any security device or other technological restriction within the Software; or (viii) use the Software in any unlawful manner.

2.4 External Plugins and Apps. Additional Plugins and Apps that are not distributed with the Software may be subject to their own respective licenses, and you agree to comply with the terms of any such licenses.

3 TITLE. 

3.1 The Licensor retains all right, title, and interest in and to the Software and the Software License Key, and all improvements, enhancements, modifications, and derivative works thereof, and all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. Your rights to use the Software shall be limited to those expressly granted in this EULA. No other rights with respect to the Software or any related intellectual property rights are implied. The Licensor reserves all rights not expressly granted herein.

4 SUPPORT AND SUBSCRIPTION SERVICES NOT INCLUDED

4.1 The Licensor will not provide any support services under this EULA. This EULA does not give you any rights to any updates or upgrades to the Software or to any extensions or enhancements to the Software developed by the Licensor at any time in the future. The Licensor may offer support and subscription services separately. If you have purchased the Licensor’s support and subscription services with the Software, these services are provided to you under your applicable support and subscription services agreement with the Licensor. Any supplemental software code or related materials that the Licensor provides to you as part of any support and subscription services are to be considered part of the Software and are subject to the terms and conditions of this EULA. The Licensor may use any technical information you provide for any business purposes without restriction, including for product support and development. 

5 TERMINATION

5.1 Termination. The Licensor may terminate this EULA immediately and without notice if you: (i) fail to comply with any term of this EULA; (ii) fail to pay any portion of the fees under an applicable order form for the Software within ten (10) days after receiving notice from the Licensor that payment is past due; or (iii) become subject to any bankruptcy or insolvency proceeding or to control of a trustee, receiver, or similar authority, or make an assignment for the benefit of creditors.

5.2 Effect of Termination. In the event of any termination of this EULA: (i) all license rights granted to you under this EULA will immediately cease; and (ii) you must cease all use of the Software and, unless otherwise directed by the Licensor in writing, destroy all copies of the Software, Software License Key, and any other Confidential Information (defined below) of the Licensor. In addition, and if applicable, you must remove all copies of the Software, including all backup copies, from the server and all computers and terminals on which the Software is installed. Sections 1, 2.3, 3, 5.2, 6, 7, 8, and 9, and any other provision of this EULA that by its nature is intended to survive any termination, shall survive any termination of this EULA.

6 CONFIDENTIALITY

6.1 Definition. “Confidential Information” means information or materials provided by one party (“Discloser”) to the other party (“Recipient”), that are labeled as “confidential” or the like, or that would reasonably be understood to be confidential given the nature of the information or circumstances of disclosure. The following information shall be considered the Licensor’s Confidential Information whether or not marked or identified as such: (i) Software License Keys; (ii) information regarding the Licensor’s pricing, product roadmaps, or strategic marketing plans; and (iii) non-public materials relating to the Software.

6.2 Protection. Recipient may use Confidential Information of Discloser: (i) to exercise its rights and perform its obligations under this EULA; or (ii) in connection with the parties’ ongoing business relationship. Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by this EULA, and will disclose the Confidential Information of Discloser only to the employees or contractors of Recipient who have a need to know such Confidential Information for purposes of this EULA and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.

6.3 Exceptions. Recipient’s obligations under Section 6.2 with respect to any Confidential Information will not apply if Recipient can show by written records that such information: (i) was already known to Recipient at the time of disclosure by Discloser; (ii) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of Recipient has become, generally available to the public; or (iv) was independently developed by Recipient without access to, or use of, Discloser’s Confidential Information. In addition, Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that Recipient notifies Discloser of such required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

7 DISCLAIMER AND LIMITATION OF LIABILITY

7.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 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, OR IN ANY OTHER PROVISION OF THIS EULA OR COMMUNICATION WITH YOU. WITHOUT LIMITING ANY OF THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR SPECIFICALLY DISCLAIMS: (I) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; AND (II) ANY WARRANTIES THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS OR THAT IT WILL MEET YOUR REQUIREMENTS OR SATISFACTION.

7.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. THE LICENSOR’S LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE LICENSE FEES, IF ANY, PAID BY YOU FOR THE SOFTWARE LICENSED TO YOU UNDER THIS EULA. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8 EXPORT RESTRICTIONS

8.1 THIS EULA IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT OF THE SOFTWARE FROM THE UNITED STATES OF AMERICA AND/OR INFORMATION ABOUT SUCH SOFTWARE THAT MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. You agree to comply with all national and international laws that apply to the Software, including the United States Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States and other governments. You shall not use or otherwise export or re-export the Software except as authorized by United States laws, regulations, and orders and the laws of the jurisdictions in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported: (i) into (or to a national or resident of) any U.S. embargoed countries; or (ii) in violation of any U.S. Department of Commerce Export Administration Regulations. By using the Software, you represent and warrant that: (a) you are not, and are not acting on behalf of, (1) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions, or (2) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (b) you will not permit the Software to be used for any purposes prohibited by law, including any prohibited development, design, manufacture, or product of missiles or nuclear, chemical, or biological weapons.

9 GENERAL

9.1 Entire Agreement. This EULA, together with all executed order forms and any amendments hereto, sets forth the entire agreement between you and the Licensor with respect to the subject matter of this EULA, and supersedes all prior or contemporaneous communications, understandings, promises, representations, proposals, or descriptions, whether written or oral, with respect to the subject matter hereof. The terms of this EULA shall supersede and control over any conflicting or additional terms and conditions of any order form, purchase order, acknowledgement or confirmation, or other document issued by you.

9.2 Construction. Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA. As used in this EULA, the word “including” means “including but not limited to”.

9.3 Waiver and Modification. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. From time to time, the Licensor may change the terms of this EULA. The Licensor will post the updated EULA on the website, and will seek to notify you of any material changes via email or other means. Your continued use of the Software after the effective date of any change will indicate your agreement to the change.

9.4 Severability. If any provision of this EULA is found illegal, invalid, or unenforceable, it will be enforced to the maximum extent permissible, and the legality, validity, and enforceability of the other provisions of this EULA will not be affected.

9.5 Governing Law. This EULA will be governed by the laws of the State of Delwaare, United States of America, without regard to its choice of law principles. The United Nations Convention for the International Sale of Goods shall not apply. In the event of any dispute, claim, or proceeding arising out of this EULA (a “Dispute”), you and the Licensor: (i) agree that such Dispute may only be instituted in a state or federal court located in the State of Delaware; (ii) irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Dispute; and (iii) AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.

9.6 Assignment. You will not assign this EULA or any order form, or any of your rights or obligations hereunder, without the Licensor’s prior written consent. Any attempted assignment or transfer in violation of this Section 9.6 will be null and void. Subject to the foregoing, this EULA will be binding on each party’s permitted successors and assigns.

9.7 Third-Party Rights. Unless otherwise expressly set out in this EULA, this EULA does not create any rights for any person who is not a party to it, and no person who is not a party to this EULA may enforce any of its terms or rely on any exclusion or limitation contained in it.

9.8 Force Majeure. Failure by the Licensor to perform any obligation hereunder shall be excused if and for so long as such breach or failure to perform is caused by acts of God, decisions or actions of any governmental or regulatory authorities (including changes to applicable law), riots, strikes, acts of war, civil unrest, epidemics, pandemics, fire, flood, weather, power or communication line failures, Internet failures, earthquakes or other disasters, or other similar causes.

9.9 Contact Information. Please direct legal notices or other correspondence to Empowa Systems, LLC., Address, Dover, DE 19901, United States of America.