This Empower User License Agreement (this “Agreement”) is a binding legal contract between you, as an individual (“You” or “Your”), and ISN Software Corporation, a Delaware corporation (“ISN”). Please read this Agreement carefully before checking “I accept the Empower User Agreement” in the Empower Application (the “App”) and clicking the “Create account” button because by doing so You are agreeing You (i) have read, understand, and agree to be bound by the terms of this Agreement, (ii) are at least 18 years old and of the legal age and capacity required under applicable laws to enter into a binding agreement, and (iii) have only one Empower account and you are using Your real name. If You do not agree to be bound by the terms of this Agreement, then do not click the “Create account” button.
After downloading the App, You will create an Empower account (“Account”). The Account is Yours; however, (i) certain information You enter into the Account may be shared with others, and (ii) certain information You access through the Account may be obtained from others.
You agree ISN may contact You about the Account and Your use of the App, so be sure to keep Your contact information in the Account up to date. You may review and update Your contact information and communication preferences in the “Profile” section of the App.
The App is a software application that is downloadable to Your mobile device(s) (“Your Device”). The App enables You to:
(i) provide, transmit, receive and store certain content, messages and other information that relates specifically to You (“Your Data”);
(ii) access ISNetworld and other platforms or services that may be offered from time to time by ISN (ISNetworld and all such other platforms or services, whether or not accessed by You, are “ISN Platforms”);
(iii) provide, transmit, receive and store Your Data to and from ISN Platforms (“Your ISN Platform Data”); and
(iv) receive from ISN Platforms and store certain content, messages, and other information that does not relate specifically to You (e.g., training videos, worksite updates, etc.) (“Platform Content”).
You may download the App even if You are not currently connected to a Contractor (as defined below) using any ISN Platform; however, You would be required to associate the App with a Contractor’s account on an ISN Platform in order for You to access such ISN Platform or have Your ISN Platform Data or any Platform Content shared between the App and such ISN Platform. Following the termination of your association with a Contractor’s account on an ISN Platform, you may retain in the App certain of Your ISN Platform Data associated with that Contractor’s account (“Your Persistent ISN Platform Data”).
License Grant to You
ISN grants to You a limited, non-exclusive, non-transferable, revocable, personal license to (i) install the App on Your Device, and (ii) use the App solely for the purposes described in this Agreement and strictly in accordance with this Agreement and all applicable laws and regulations. The App and all copyrights, patents, trademarks, trade secrets, and other intellectual property rights associated with the App are and will remain the sole property of ISN.
License Restrictions on You
In addition to all other limitations and restrictions in this Agreement, You agree that You will not (i) copy the App, (ii) modify, translate, adapt, or create derivative works of the App, (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any of the App’s source code, (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices within the App, (v) sell, sublicense, assign, distribute, or transfer the App, or any features or functionality of the App, to any third party, (vi) remove, disable, circumvent, or otherwise create or implement any workaround to any of the App’s security features, (vii) allow any third party to access the App through Your Device, or (viii) disclose to third parties any Platform Content or any of Your ISN Platform Data (other than Your Persistent ISN Platform Data).
Term and Termination of this Agreement
The term of this Agreement begins when You create Your account (e.g., by clicking the “Create account” button) and will continue until terminated as provided in this section. You may terminate this Agreement at any time by deleting the App from Your Device and cancelling the Account. ISN may terminate the License, this Agreement, and Your access to and use of the Account at any time and without prior notice to You by discontinuing the App or by revoking the License, and ISN and ISN’s affiliates and service providers will not be liable to You, Your Company (as defined below), or any other party for doing so.
Notwithstanding the immediately preceding paragraph, ISN’s rights to use, maintain, and share Your ISN Platform Data in accordance with this Agreement, together with Your obligations under this Agreement, shall survive the termination of the License and of this Agreement.
Stopping Support or Suspending Access to the App
You acknowledge and agree that ISN may cease supporting or suspend access to the App or any particular features or functionality of the App at any time without notice and that ISN and ISN’s affiliates and service providers will not be liable to You, Your Company, or any other party for doing so.
ISNetworld and Other ISN Platforms
ISNetworld is a contractor and supplier management platform operated by ISN. ISNetworld contains health and safety, procurement, quality, regulatory and other information from subscribing contractor or supplier customers (collectively, “Contractors”), as well as ISNetworld data providers and other third-party sources (collectively, “Data Providers”), in order for that information to be shared with certain subscribing hiring clients and contractor operators (collectively, “Hiring Clients”) for use in, among other things, their contractor-management and procurement processes. ISN may now or in the future offer new or additional services and functionality through ISNetworld or other ISN Platforms (collectively, all services and functionality offered by ISN through ISNetworld or other ISN Platforms, including the App, are the “ISN Services”).
Your ISN Platform Data
Certain features of the App may permit You to (i) upload information from the App to ISNetworld or another ISN Platform (at which point, such information becomes Your ISN Platform Data), or (ii) access, view and download Your ISN Platform Data to the App from ISNetworld or another ISN Platform. Your ISN Platform Data may include information uploaded or entered into ISN Platforms by You, Contractors, Data Providers, Hiring Clients and other third parties. You agree that ISN is not liable for any inaccuracies in Your ISN Platform Data or any inaccuracies in reports or records resulting from inaccuracies in Your ISN Platform Data. Although You may already own or have certain rights in Your ISN Platform Data, You will not acquire ownership of or any additional intellectual property or other rights in Your ISN Platform Data by using the App or by accessing, viewing, or downloading any of Your ISN Platform Data from an ISN Platform.
Collection and Use of Your Data
This section describes how ISN collects and uses Your Data and Your agreement to such collection and uses. While using the App, You may also receive specific disclosures for, or be asked to acknowledge or consent specifically to, the collection and use of Your Data, including the transfer of Your Data to or from one or more ISN Platforms.
A. Your App Data
B. Your ISN Platform Data
The App may allow You to link to ISN Platforms for purposes of allowing You and Your Company to access, use, and share Your ISN Platform Data with Hiring Clients and other ISN Platform users. All of Your ISN Platform Data is subject to the ISNetworld Privacy Policies if it is transferred to ISNetworld or the applicable privacy policies if it is transferred to another ISN Platform (collectively, the “ISN Privacy Policies”).
By linking your App account to an ISN Platform You are (i) giving ISN a limited, worldwide license to use, host, store, reproduce, translate, communicate, and distribute Your ISN Platform Data as necessary for ISN to provide ISN Services to You, Your Company, Hiring Clients and other ISN Platform users, and (ii) representing and warranting to ISN that Your ISN Platform Data so uploaded is accurate, You have the right to provide Your ISN Platform Data to ISN, and that ISN’s use of Your ISN Platform Data as described in the ISN Privacy Policies will not violate applicable law or the rights of any third party. You authorize ISN to collect, use, maintain, and share Your ISN Platform Data in accordance with the ISN Privacy Policies both during the term of, and following the termination of, this Agreement.
You acknowledge that the ISN Privacy Policies may modified at any time by ISN.
C. Managing Personal Data
The App contains functionality for You to request deletion of personal data from the App. In connection with such a request, ISN may delete Your App Data and Your ISN Platform Data (including Your Persistent ISN Platform Data) from the App and terminate Your Account; however, except as required by applicable law, ISN will not delete Your ISN Platform Data from any other ISN Platform, as such data is being accessed and relied on by users of the applicable ISN Platform(s). Requests to delete Your ISN Platform Data from any ISN Platform should be directed in accordance with the policies in place from time to time for such ISN Platform.
Coordination with ISN Platform Subscriptions
This Agreement governs Your use of the App, but it does not alter or modify the terms that govern any ISN Platform subscription. Please see the User Agreement for ISNetworld Contractors for the terms that govern each Contractor’s ISNetworld subscription (together with the terms and conditions that may apply to other ISN Platforms, the “User Agreement”). If You work for a Contractor (“Your Company”) and You use the App to access ISN Services in Your role as an employee of Your Company, then (i) Your access to and use of ISN Services through the App remains subject to the User Agreement, and (ii) otherwise Your use of the App is governed by this Agreement.
Updates to the App
ISN may from time to time and in its sole discretion develop and provide updates to the App (“Updates”), which may include, new features or functionality, upgrades, bug fixes, patches, error corrections, and changes to certain features and functionalities of the App. Updates may add, modify, improve, or delete certain features and functionalities of the App. You agree that ISN has no obligation to either provide any Updates or continue providing or enabling any particular features or functionality of the App. You further agree that, upon ISN releasing an Update, such Update will be a part of the App for purposes of this Agreement and will be subject to all the terms and conditions of this Agreement.
Depending on Your Device’s settings, when Your Device is connected to the internet either (i) the App will automatically download and install Updates without notice to You (“Auto Updates”), or (ii) You may receive notice of or be prompted to download and install Updates (“Manual Updates”). You consent to all Auto Updates, and You agree to download and install all Manual Updates promptly after You receive notice or prompting to do so (the App may not function properly, or at all, if You fail to do so). Your continued use of the App after an Auto Update or Manual Update will constitute Your acceptance of such Auto-Update or Manual Update, as applicable.
If You object to any Update for any reason, including any Update that changes or removes any feature or functionality of the App, Your only recourse is to delete the App from Your Device and cancel the Account.
No Warranties by ISN
As detailed below, ISN does not offer or provide any warranties related to the performance or quality of the App.
ISN PROVIDES THE APP TO YOU ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ISN, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE APP, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ISN MAKES NO REPRESENTATION OF ANY KIND THAT THE APP WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
You should keep copies of Your Data in addition to and outside of the App. ISN is not responsible, and will have no liability, for the loss or deletion of Your Data from the App or from any ISN Platform.
Indemnification by You
To the fullest extent permitted by law, You agree to indemnify and hold harmless ISN, ISN’s affiliates, and its and their officers, employees, agents, and service providers from and against any and all third-party claims, liabilities, damages, expenses, and costs (including reasonable attorneys’ fees) caused by, arising out of, or resulting from Your use of the App, Your violation of this Agreement, Your violation of any applicable law or regulation, the inaccuracy of any information uploaded to the App or otherwise provided to ISN by You (or on Your behalf), any dispute between You and any third parties (including Your Company), or Your infringement of anyone’s intellectual property rights.
Limitation of ISN’s Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ISN, ISN’S AFFILIATES, OR ANY OF ITS OR THEIR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE APP, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ISN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ISN’S AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS RELATED TO YOUR USE OR INABILITY TO USE THE APP EXCEED FIVE HUNDED DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
ISN may modify or amend this Agreement at any time. If ISN makes material changes, ISN will post notice of such modification or amendment within the App to provide You the opportunity to review the changes before they apply to You. Your continued use of the App after such posting will signify Your acceptance of the modified or amended version of this Agreement. If You object to any such modification or amendment to this Agreement, Your only recourse is to delete the App from Your Device and cancel the Account.
A. Export Restrictions
You acknowledge and agree the App may be subject to export control, import and economic sanctions laws and regulations and export and import laws and regulations. You agree not to import, export, transfer, or use, directly or indirectly, the App except in compliance with such laws and regulations.
B. U.S. Government Rights
The App is “commercial computer software” under 48 C.F.R. §2.101. If You are using the App on behalf of an agency or contractor of the U.S. Government, then Your use of the App is subject to the terms of this Agreement, and You will receive only those rights related to the App that ISN grants to all other end users of the App.
C. Restrictions on Transfer
You may not transfer or assign the App, the License, or any rights or obligations under this Agreement, and any attempt to do so will be null and void.
D. Governing Law and Venue
The laws of the State of Texas, USA, will govern this Agreement and the resolution of any disputes related to this Agreement; provided, however, that You are responsible for complying with the laws of any country from which You access or use the App. All claims arising out of or relating to this Agreement, or Your use of the App will be resolved exclusively in the federal or state courts of Dallas County, Texas, USA, and You and ISN each agree to personal jurisdiction in those courts.
E. Entire Agreement; Severability
This Agreement constitutes the entire agreement between You and ISN related to the App and supersedes all other understandings and agreements between You and ISN related to the App. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the rest of this Agreement will remain in effect and this Agreement will be amended to give effect to the eliminated provision to the maximum extent legally possible.