Terms of Service

By accessing the Services, as defined below, Customer agrees to be bound by these Terms of Service.

1. Definitions
   
   1. Company. May refer to INTECH Automation & Intelligence GmbH, Empari TechnologiesLLC, or any affiliates
   2. Customer. May refer to any individual, or the entity they represent, who accesses theServices as defined below.
   3. Affiliates. May refer to the Customer, and any other entity that, directly or indirectlythrough one or more intermediaries, controls, is controlled by, or is under common controlwith, the Customer
   4. Representatives. Any and all employees, independent contractors, agents, attorneys, Authorized Users, or other representatives of either Party.
      
   5. Subscription. The Services the Customer wishes to purchase and the associated charges or fees.
   6. Authorized Payment Method. A valid payment method accepted by Company.
   7. Effective Date. The date upon which the Customer can begin accessing the Services,and upon which these Terms come into effect.
   8. Services. The products, consulting or professional services, support services,documentation, guides, and technical resources, made available by Company toCustomer.
   9. Authorized User. Any individual authorized by Customer to access or use the Serviceson Customer’s behalf for the Customer’s business. An Authorized User must create anaccount through which they may access the Services. Each account is unique to one (1)Authorized User and the sharing of accounts is strictly prohibited. The number ofAuthorized Users shall be listed in the Subscription.
2. Access and Usage of the Services
   
   1. Access and Usage. Subject to these Terms of Service, Company grants Customer anon-exclusive, non-sublicensable, non-transferable right, during the Term (definedbelow), to access and use the Services, and any related documentation that Companymay provide to support Customer’s use of the Services.
   2. Free Trial. Company may make available its Services for a free of charge time-boundtrial. This trial will only be available until the end of the trial period, the duration of which isexclusively determined by the Company and may be changed without any notice. Unless you purchase a Subscription prior to the end of the free trial, your data may bepermanently deleted at the end of the trial period and may be unrecoverable.
   3. Updates and Modifications. Company reserves the right to update, upgrade, or modifythe Services at any time, and without advance notice to Customer. Company will usecommercially reasonable efforts to inform the customer of any updates, upgrades,modifications, or downtime, to the Services through channels such as email, website, orwithin the Services themselves.
   4. Company access for customer support. From time to time, and only if absolutelynecessary, Company reserves the right to access the Customer’s deployment to debugand/or resolve technical issues
3. Third Party Services
   
   1. The Services may connect or integrate with third party applications or service providers toenhance the Customer’s product experience. Such integrations are provided at the solediscretion of Company and may be suspended or terminated at any time. In case of ananticipated suspension or termination, Company will strive to inform the Customer withreasonable due notice.
   2. The connection or integration with third party applications or service providers may resultin data, content, or information being transmitted to, and from, Company providedServices. Customer expressly grants Company the right to transmit and receive suchdata, content, and information from the relevant third party applications or serviceproviders.
   3. Company is not a party to any agreements the Customer may have with said third partyapplications or service providers and it is the Customer’s responsibility to maintainrelevant agreements
   4. Customer also acknowledges that any third party applications and service providers arenot affiliated with Company in any way and that Company is not responsible for theproducts or services provided by the third party or their treatment and maintenance ofCustomer Property and Content transmitted to the third party on the Customer’s behalf.Company will not be liable for any damage or loss incurred as a result of a third party’streatment of Customer Property and Content.
4. Ownership and Rights
   
   1. Company Property and Rights. The Services, content, documentation, any and allmodifications, improvements, enhancements, derivative works, and all copyrights, servicemarks, trademarks, patents, trade secrets, and other intellectual property rights are theexclusive property of Company or any third-party suppliers utilized by Company. This isinclusive of any modifications, improvements, enhancements, or derivative works madeas a result of feedback provided by Customer and any persons affiliated with Customer.Customer does not have the right to copy, modify, transfer, reverse engineer, or createany derivative works of the Services or Company Property.
   2. Customer Property and Content. The data, content, or information uploaded byCustomer to the Services, or transmitted to Company or its approved third-party suppliersin connection with the Service, is owned by Customer. Also included in CustomerProperty and Content is any data, content, or information transmitted to, or from, theServices through the Customer’s integration with a third party application or serviceprovider, as written in clause 3. Customer expressly grants to Company a limited andnon-exclusive right to collect, store, and use the Customer Property and Content tomaintain, improve, and enhance its Services.
   3. Application Usage Data. Company reserves the right to collect data relating to theCustomer’s usage of this application; for example, the amount of time spent within theapplication, interactions with the Services’ user interfaces, or software errors, amongstother data. Such data is collected for the purposes of maintaining, improving, andenhancing the Services.
   4. Customer expressly grants to Company the right to use Customer’s name, logo, andtrademarks in marketing or public relations communications including, but not limited to,Company’ website, public releases, brochures, presentations, and other such marketingcollateral or communications
5. Accuracy
   
   1. Artificial intelligence and machine learning are rapidly evolving fields of study. We areconstantly working to improve our Services to make them more accurate, reliable, safe,and beneficial. Given the probabilistic nature of machine learning, use of our Services mayin some situations result in output that does not accurately reflect real facts. When youuse our Services, you understand and agree that output may not always be accurate. Youmust evaluate the output and consider verifying with the provided citations.
6. Customer’s Responsibilities
   
   1. Usage Restrictions. Customer and its Authorized Users may not (i) permit any person toaccess or use the Services other than Authorized Users, each of whom is grantedindividual access not to be shared with other individuals; (ii) modify, alter, copy, orreverse engineer the Services; (iii) resell, rent, lease, sub-license the Services, or includethe Services in a service bureau or outsourced offering; (iv) utilize the Services to input,upload, or store unlawful or harmful and injurious information including, but notexclusively, computer code, files, agents, scripts, and programs; (v) create derivativeworks of the Services including those that may directly compete with the Services.
   2. Export Control. Customer represents and warrants that it, and its Authorized Users,utilization of the Services is intended for civil use only and will not be, directly orindirectly, for the production of chemical or biological weapons or of precursor chemicalsfor such weapons, or for any direct or indirect nuclear end use. Customer agrees not todisclose, use, export, or re-export, directly or indirectly, any information provided byCompany or the "direct product" thereof as defined in the Export Control Regulations ofthe United States Department of Commerce, except in compliance with suchRegulations.
7. Payment and Taxes
   
   1. Customer agrees to pay Company all fees and charges as stated in the applicableSubscription. These fees and charges are non-refundable unless expressly statedotherwise by Company in writing.
   2. Company reserves the right to amend its fees and charges at any time; however, anysuch amendments will be communicated at least thirty (30) days prior to Renewal andonly applicable upon Renewal or commencement of a new Subscription.
   3. Payment by Credit Card. If Customer chooses to pay by credit card, they authorizeCompany to charge the Authorized Payment Method for all fees and charges applicablein the Subscription. Customer acknowledges that Company may use a third party toprocess payments and consents to the disclosure of payment information to this thirdparty.
      
      1. Company may refuse Customer’s Authorized Payment Method and request themto add a new Authorized Payment Method.
      2. Customer accepts that they will keep their Authorized Payment Method andassociated billing information up to date for recurring charges and any taxpurposes.
   4. Payment by Invoice. In instances where the Customer is paying by invoice, Companyshall generate its invoice on the Effective Date. Payment against any invoice is due withinthirty (30) days of the date of invoice unless expressly written otherwise by Company.
   5. If Customer fails to make a payment as per the terms of clause 7.3 and 7.4, Companyreserves the right to suspend provision of Services until such a time that the payment ismade.
   6. All fees and charges are exclusive of federal, state, local property, license, privilege,sales, use, excise, gross receipts, value-added, and other similar taxes. If Company orits suppliers and agents are required to pay or collect taxes on behalf of the Customer,the Customer agrees to pay or reimburse any such taxes. If Customer is exempt fromthe payment of any tax, Customer will, upon order placement, provide Company a copyof any such certificate in a form acceptable to the relevant government authorities.
8. Confidentiality
   
   1. Confidential Information. Confidential Information is all non-public information disclosedby one Party (“Disclosing Party”) to the other Party (“Receiving Party”), either orally or inwriting, that may be reasonably considered confidential, such as, but not exclusively,these Terms, and any terms of an Order Form, business and product strategy plans androadmaps, software diagrams, information about business and technology partners,financial information, technical information, business processes, pricing information, andsales and marketing plans.
   2. Duty of Care. The Receiving Party will take all necessary and appropriate actions tosafeguard the Confidential Information it receives from the Disclosing Party from beingdisclosed except as expressly permitted by the terms of this Agreement. The Partiesagree that such safeguards must be no less than that which the Receiving Party uses toprevent the unauthorized use, dissemination or publication of its own most valuableconfidential and proprietary information, which care must be no less than a reasonabledegree of care. The Parties further agree that the Confidential Information received bythe Receiving Party or its Representatives will not be used for any purposes other thanfor the Purpose of these Terms. The Parties further agree that Confidential Informationmay only be disclosed to those Representatives of the Receiving Party who need to knowsuch information. Before making any such disclosure to its Representatives, theReceiving Party agrees that (i) its Representatives must be informed of the confidentialnature of the Disclosing Party’s Confidential Information and obtain the Representative’sagreement to be bound to the terms and conditions of these Terms as though an originalparty to the same; (ii) the Receiving Party must be responsible for any breach of thisAgreement by any of its Representatives; (iii) the Receiving Party may not discloseConfidential Information to any third parties, who are not Representatives, without theprior written consent of the Disclosing Party.
   3. Exceptions. Confidential Information does not include information which (i) is orbecomes generally available to the public without breach of these Terms by theReceiving Party or its Representatives provided such general public availability is not aresult of a wrongful disclosure by the Receiving Party or its Representatives; (ii) wasavailable to the Receiving Party or its Representatives on a non-confidential basis at thetime of or prior to its disclosure by the Disclosing Party under these Terms; (iii) becomesknown to the Receiving Party or its Representatives on a non-confidential basis from asource other than the Disclosing Party hereunder or its Representatives; provided,however, that such third party providing the information is not bound by a confidentialityagreement with the Disclosing Party or otherwise legally prohibited from transmitting theConfidential Information; (iv) is, or can reasonably be proved to have been, developedindependently by the Receiving Party.
   4. Compelled Disclosures. In the event that the Receiving Party or its Representativesreceive a demand by legal process to disclose any Confidential Information received fromthe Disclosing Party, it is agreed that the Receiving Party or its Representatives, willprovide the Disclosing Party with immediate written notice, so that the Disclosing Partymay seek a protective order or other appropriate remedy or waive compliance with theprovisions of these Terms. In the event that such a protective order or other appropriateremedy is not obtained, or that the Disclosing Party waives compliance with theprovisions of these Terms, the Receiving Party agrees that it, and its Representatives,will furnish only that portion of the Confidential Information or other information which, inthe opinion of the Receiving Party's legal counsel, the Receiving Party is compelled todisclose or else stand liable for contempt or suffer other censure or penalty. TheReceiving Party must endeavor to obtain reliable assurance that confidential treatmentwill be accorded the Confidential Information being disclosed.
9. Warranties
   
   1. Each Party represents and warrants that it has the authority to enter into this Agreementand that its obligations under the Agreement will not violate any agreement with a thirdparty.
   2. Company warrants that (i) it owns and has the right to license the Services to Customer;(ii) it will provide the Services in accordance with accepted industry standards andpractices; (iii) the Services have been developed and delivered in compliance withapplicable law.
   3. Customer warrants and understands that it and its representatives are solely responsiblefor the use of the Services and any actions taken as a result of the Services.
   4. Except as otherwise expressly set forth herein, the Services are provided “AS IS” andCompany disclaims all warranties whether expressed or implied, including warranties ofmerchantability, fitness for a particular purpose, accuracy, quality, and non-infringement.Company does not warrant that the Services will be error-free, secure, or uninterrupted
10. Indemnification
    
    1. To the fullest extent permitted by law, Customer agrees to indemnify and hold harmlessCompany and its directors, officers, employees, or any other representatives, from andagainst all claims, damages, losses and expenses, including but not limited to attorneys'fees, arising out of, or resulting from, any claim by a third party based on Customer’susage of the Services in violation of this Agreement or Customer’s violation of applicablelaws or the rights of a third party.
    2. To the fullest extent permitted by law, Company agrees to indemnify and hold harmlessthe Customer from and against claims, damages, losses and expenses, including but notlimited to attorneys' fees, arising out of or resulting from a third party’s claim thattheCustomer’s usage of the Services violates the intellectual property rights of said thirdparty. This indemnification shall not apply (i) if the Customer has breached any other termof this agreement; (ii) modified the Services in any way without the express writtenconsent of Company; (iii) violated any applicable laws; (iv) or as it relates to CustomerProperty and Content.
11. Severability
    
    1. If any of the terms of this Agreement are invalid, illegal, or unenforceable, for any reason,the validity of the remaining terms will remain unaffected and those terms will beconstrued as if such invalid, illegal, or unenforceable term or portion thereof had neverexisted
    2. If any terms of this Agreement are adjudicated to be overbroad, invalid or unenforceable,a court may modify or sever such terms, such modification or deletion to apply only withrespect to the operation of such terms in the particular jurisdiction in which suchadjudication is made. In addition, if any of the terms contained in this Agreement arefound to be excessively broad as to duration, geographical scope, activity or subject, itshall be construed by limiting and reducing it so as to be enforceable to the extentcompatible with the applicable law as it shall then appear.
12. Remedies and Injunctive Relief
    
    1. Customer acknowledges that a remedy at law for any breach or threatened breach of theterms of this Agreement would be inadequate and that Company shall be entitled toinjunctive relief in case of any such breach or threatened breach. Customeracknowledges and agrees that a violation of this Agreement would cause irreparableharm to Company. Company' right to injunctive relief shall be cumulative and in additionto any other remedies available at law or equity. In the event that a court determines thatCustomer has breached or threatened to breach this Agreement, Customer agrees toreimburse Company for all attorneys' fees and costs incurred in enforcing the terms ofthis Agreement. However, nothing contained herein shall be construed as prohibitingCompany from pursuing any other remedies available for any such breach or threatenedbreach against Customer, which may also include, but not be limited to, contractdamages, lost profits and punitive damages.
13. Disputes and Arbitration
    
    1. If a dispute arises, the Parties will attempt, in good faith, to promptly resolve the disputeby negotiations between representatives who have authority to settle the dispute. Ifunsuccessful, the Parties will attempt, in good faith, to settle the dispute by non-bindingthird-party mediation, with fees and expenses of such mediation apportioned equally toeach Party.
    2. If mediation is unsuccessful, the dispute shall be decided by arbitration before a singleneutral arbitrator and in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association. The arbitrator shall be an individual with experience inintellectual property, and software development and licensing. Any arbitration hearingswill be within the State of California.
    3. Both Parties agree to keep any dispute negotiations and arbitration proceedingsconfidential.
14. Force Majeure
    
    1. Other than payment obligations, neither Party will be liable for any delay or failure toperform its obligations under this Agreement resulting from a cause beyond the Party’sreasonable control including acts of government, acts of war or terrorism, pandemics,fires, floods, earthquakes, or other natural disasters, labor strikes, riots, embargos,blockades, utility outages, and other such events out of the Party’s control.
15. Limits of Liability
    
    1. Except for the (i) indemnification obligations set forth in this Agreement; (ii)Confidentiality obligations set forth in clause 7; (iii) Ownership and Rights obligations setforth in clause 4; and (iv) Customer’s Responsibilities obligations set forth in clause 5,neither Party will be held liable for consequential damages including but not limited to loss of data, loss of profits, loss of use, business interruption, and cost of substituteproducts or services, as a result of the terms of this Agreement.
    2. Except for the exclusions listed in clause 14.1, Company’ maximum liability arising fromthe terms of this Agreement will not exceed the amount of fees or charges paid by theCustomer to Company in the six (6) months preceding the initial occurrence of the eventleading to such the claim.
16. Relationship between the Parties
    
    1. This Agreement will in no way establish employment, partnership, joint venture, oragency between the Parties.
17. Entire Agreement
    
    1. This Agreement constitutes the entire agreement between the Parties and supersedesany prior or contemporaneous communications or agreements, oral or written, relating tothe subject matter covered within this Agreement.
18. Waivers
    
    1. A failure to enforce any provision or clause of this Agreement will not be deemed awaiver of any other provision or clause.
    2. Any provision or clause of this Agreement may only be waived with the express writtenconsent of both Parties.
19. Term
    
    1. Term. The Term, which begins on the Effective Date, is the time period, as specified inthe Subscription, during which the Customer is authorized to access the Services. TheseTerms of Service will be effective from the Effective Date through the end of the Term.
    2. Renewal. The Subscription will automatically renew for the same duration as theprevious Term unless expressly cancelled by the Customer.
20. Termination
    
    1. Termination at the end of the Term. These Terms, except the provisions in clause 20.3,shall be considered terminated at the end of the Term, as defined in clause 19.
    2. Surviving clauses. The following clauses shall survive the termination or expiration ofthis agreement for any reason: 3 - 22, and such clauses or provisions that by their natureare intended to survive termination or expiration.
21. Limitation of Action
    
    1. Any legal action or claim arising out of this Agreement shall be barred unless broughtwithin five (5) years of the date of the event or act.
22. Governing Law
    
    1. Customer’s business address, as collected during payment, will determine (i) the legalentity entering into this Agreement, (ii) the address to which you should direct noticesunder this Agreement, (iii) the governing law that will apply in connection with thisAgreement.
    2. For Customers located in the European Union or Switzerland.‍
       
       1. Legal Entity for Agreement: INTECH Automation & Intelligence GmbH.
       2. Address to which you should direct notices:
          
          1. Email - contact@empowergpt.ai ‍
          2. Physical Mail - Moosacher Str. 82a, 80809 Munich, Germany
       3. Agreement will be governed and interpreted according to the laws of Germany,excluding the provisions of the United Nations Convention on Contracts for theInternational Sale of Goods.
    3. For all other Customers.
       
       1. Legal Entity for Agreement: Empari Technologies LLC.
       2. Address to which you should direct notices:
          
          1. Email - contact@empowergpt.ai
          2. Physical Mail – 1400 Broadfield Blvd, Suite 310Houston, TX 77084
       3. Agreement will be governed and interpreted according to the laws of the State ofDelaware, excluding the provisions of the United Nations Convention onContracts for the International Sale of Goods.