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By using EmpoweredAdvisor™ you acknowledge that you have read this Agreement, understood, and agree to be bound by this Agreement and all such terms and conditions. If you do not agree, you are not authorized to use EmpoweredAdvisor™ for any purpose.
OWNERSHIP & LICENSE TO USE. With the exception of any third party components, Empowered retains all ownership and intellectual property rights to EmpoweredAdvisor™. EmpoweredAdvisor™is licensed, not sold, and Empowered reserves all rights to the software not expressly granted by Empowered, whether by implication, estoppel, or otherwise. Except as expressly permitted by this Agreement, Customer shall not, nor permit anyone else to:
- circumvent or bypass any technological protection measures in or relating to EmpoweredAdvisor™;
- disassemble, decompile, decrypt, hack, exploit, or reverse engineer EmpoweredAdvisor™;
- modify, translate, or create any derivative works based upon EmpoweredAdvisor™;
- publish, copy, rent, lease, sell, export, import, distribute, lend, or otherwise transfer EmpoweredAdvisor™, in whole or in part, unless Empowered expressly authorizes You to do so;
- remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in EmpoweredAdvisor™;
- incorporate EmpoweredAdvisor™ or any portion thereof into any other compilations, materials, products, or services, or use EmpoweredAdvisor™ for production purposes;
- perform, or release the results of, benchmark tests or other comparisons of EmpoweredAdvisor™ with other software or systems; or
- use EmpoweredAdvisor™ for any unauthorized or illegal activity.
CONFIDENTIALITY. The source code, related software and data available as part of or derived from EmpoweredAdvisor™ constitute Empowered’s confidential information. Customer shall protect such information with the same degree of care that it normally uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care. The information shall not be provided or disclosed to anyone except those employees, service providers and contractors of Customer with a need to know in connection with the performance of their obligations to Customer who are bound by similar terms of confidentiality.
SERVICE DESCRIPTION. EmpoweredAdvisor™ is a subscription service. The information, rules and policies updates provided by EmpoweredAdvisor™ are best effort and dependent upon the source information (Network equipment manufacturers and/or other sources) and various security feeds providing the information being up to date.
NO GUARANTEE/WARRANTY. EMPOWERED, AND OUR AFFILIATES, RESELLERS, SUPPLIERS AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." EMPOWERED DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM EMPOWEREDADVISOR™.
LIMITATION OF LIABILITY AND INDEMNITY. EMPOWERED’S ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID FOR IN THE PAST 12 MONTHS, REGARDLESS OF THE BASIS OF THE CLAIM. THIS LIMIT APPLIES COLLECTIVELY TO EMPOWERED, ITS SUBSIDIARIES, CONTRACTORS, SUPPLIERS, RESELLERS AND AFFILIATES. EMPOWERED WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL OR ANTICIPATED SAVINGS.YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS EMPOWERED, ITS SUBSIDIARIES, CONTRACTORS, SUPPLIERS, RESELLERS AND AFFILIATES, FROM AND AGAINST ANY CLAIM, LIABILITY, INJURY, DAMAGE, LOSS OR EXPENSE (INCLUDING REASONABLE LEGAL FEES) INCURRED AS A RESULT OF, ARISING FROM, OR RELATING TO YOUR USE OF EMPOWEREDADVISOR™.
TERM. This Agreement is valid for Your EmpoweredAdvisor™ Order purchased from Empowered or an authorized Empowered reseller. The effective date will begin on the date You activated EmpoweredAdvisor™ (“Effective Date”). The term shall commence on the Effective Date for a period of one (1) year unless otherwise stated in your Order (“Term”).
SUSPENSION, TERMINATION AND CANCELLATION. Notwithstanding anything else herein to the contrary, and without limiting Empowered’s other remedies in law or equity, Empowered may, in Empowered’s sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your ability to access EmpoweredAdvisor™ and/or terminate this Agreement, without notice or liability, for reasons including, but not limited to: (a) You breach this Agreement or any other agreement between Empowered and You; (b) Empowered is unable to verify or authenticate any information You provide (which Empowered has no duty to do but may pursue in its sole and absolute discretion); or (c) Empowered believes, in its sole and absolute discretion, that Your actions may cause, result in or carry a risk of legal liability for You, Empowered or any third party. Upon termination of this Agreement, any provision of this Agreement that by its terms imposes continuing obligations on You shall survive the termination of this Agreement.
REFUND POLICY. Empowered does not give credits or refunds for any prepaid, one-time charges, or other charges already due or paid.
ASSIGNMENT. You may not assign this Agreement, in whole or in part, without the prior written consent of Empowered.
PRODUCT CHANGES. During the Term, Empowered may at any time, without notice and at its sole and absolute discretion, update or modify any characteristics of EmpoweredAdvisor™ .
FORCE MAJEURE. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, including, but not limited to, any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency.
GOVERNING LAW AND JURISDICTION. Any disputes arising out of or relating to the Terms of this Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. You agree to submit to the jurisdiction of the courts of Ontario for the determination of any dispute arising from this Agreement.
COMPLIANCE WITH APPLICABLE LAWS. Empowered reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. Each party is responsible for complying with: i) laws and regulations applicable to its business and content; and ii) import, export and economic sanction laws and regulations, including those of Canada and the United States that prohibit or restrict the export or re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, or end users. Customer is responsible for its use of Empowered and non-Empowered products and services.
INDEPENDENT CONTRACTOR. Empowered is an independent contractor, not Your agent, joint venturer, partner, or fiduciary, and does not undertake to perform any of Your regulatory obligations, or assume any responsibility for Your business or operations. Each party is responsible for determining the assignment, direction, control and compensation of its personnel and contractors.
WAIVER & ENFORCEABILITY. Empowered’s failure to enforce any provision of this Agreement is not a waiver of its right to do so later. If any term of this Agreement is held to be invalid or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.
ENTIRE AGREEMENT. You agree that this Agreement, the information incorporated by written reference, and the applicable Order, is the complete Agreement for EmpoweredAdvisor™ ordered by You and supersedes all prior or contemporaneous agreements and representations, whether written or oral.