Terms of Use

Last Updated: January 1, 2016

Empass Learning welcomes you to use its website, mobile app, software, applications, content, products and services (“Empass Learning”), which may be branded BE, Empass, BEApp, Empass app or any other brand name owned or licensed by Empass Learning Private Limited. The terms that follow govern the use and our provision of the Empass Learning. Empass also makes available on third-party sites and platforms if these terms are disclosed to you in connection with your use of the Empass Learning.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE EMPASS LEARNING. ANY DISPUTE BETWEEN YOU AND US MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION IN THESE TERMS AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT. NOTHING IN THESE TERMS IS INTENDED TO AFFECT YOUR RIGHTS UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE. IF THERE IS A CONFLICT BETWEEN THOSE RIGHTS AND THESE TERMS, YOUR RIGHTS UNDER APPLICABLE LOCAL LAW WILL PREVAIL.  

1. Contract between You and Us

This is a contract between you and Empass Learning Private Limited, a company incorporated under Company’s Act 1956, located at at G-72, Second Floor, South City-II, Gurgaon-122018, Haryana, INDIA, or between you and any different service provider identified for a particular Empass Learning. You must read and agree to these terms before using the Empass Learning. If you do not agree, you may not use the Empass Learning. These terms describe the limited basis on which the Empass Learning are available and supersede prior agreements or arrangements. Supplemental terms and conditions may apply to some Empass Learning, such as rules for a particular competition, service or other activity, or terms that may accompany certain content or software accessible through the Empass Learning. Supplemental terms and conditions will be disclosed to you in connection with such competition, service or activity. Any supplemental terms and conditions are in addition to these terms and, in the event of a conflict, prevail over these terms. We may amend these terms. Any such amendment will be effective thirty (30) days following either our dispatch of a notice to you or our posting of the amendment on the Empass Learning. If you do not agree to any change to these terms, you must discontinue using the Empass Learning. Our customer service representatives are not authorized to modify any provision of these terms, either verbally or in writing. We may immediately terminate this contract with respect to you (including your access to the Empass Learning) if you fail to comply with any provision of these terms.  

2. The Empass Learning

The Empass Learning are for your personal, noncommercial use and are intended for informational and entertainment purposes only. To support smooth operation of the Empass Learning across wide geographic areas, aspects of certain activities, such as game play, may be simulated to avoid delays. The Empass Learning are our copyrighted property or the copyrighted property of our licensors or licensees and all trademarks, service marks, trade names, trade dress and other intellectual property rights in the Empass Learning are owned by us or our licensors or licensees. Except as we specifically agree in writing, no element of the Empass Learning may be used or exploited in any way other than as part of the Empass Learning offered to you. You may own the physical media on which elements of the Empass Learning are delivered to you, but we retain full and complete ownership of the Empass Learning. We do not transfer title to any portion of the Empass Learning to you.  

Content and Software License

If any Empass Learning is configured to enable the use of software, content, virtual items or other materials owned or licensed by us, we grant you a limited, non-exclusive, non-sublicensable, non-transferable license to access and use such software, content, virtual item or other material for your personal, non-commercial use only. You may not circumvent or disable any content protection system or digital rights management technology used with any Empass Learning; decompile, reverse engineer, disassemble or otherwise reduce any Empass Learning to a human-readable form; remove identification, copyright or other proprietary notices; or access or use any Empass Learning in an unlawful or unauthorized manner or in a manner that suggests an association with our products, services or brands. By acquiring services, content or software through the Empass Learning, you represent and warrant that your access to and use of the services, content or software will comply with those requirements.  

Disclaimers and Limitation on Liability

THE EMPASS LEARNING ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS. WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE Empass HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED TEN THOUSAND INDIAN RUPEES (INR10,000). THESE DISCLAIMERS AND LIMITATIONS DO NOT AFFECT YOUR RIGHTS AS A CONSUMER OR PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN YOUR USUAL PLACE OF RESIDENCE.  

Changes to the Empass Learning

The Empass Learning are constantly evolving and will change over time. If we make a material change to the Empass Learning, we will provide you with reasonable notice and you will be entitled to terminate this contract.  

Additional Restrictions on Use of the Empass Learning

We do not allow uses of the Empass Learning that are commercial or business-related, or that advertise or offer to sell products or services (whether or not for profit), or that solicit others (including solicitations for contributions or donations). You agree not to knowingly or recklessly introduce a virus or other harmful component, or otherwise tamper with, impair or damage any Empass Learning or connected network, or interfere with any person or entity’s use or enjoyment of any Empass Learning. You agree not to use any software or device that allows automated gameplay, expedited gameplay, or other manipulation of gameplay or game client and you agree not to cheat or otherwise modify a Empass Learning or game experience to create an advantage for one user over another. Additionally, you agree not to access, monitor or copy, or permit another person or entity to access, monitor or copy, any element of the Empass Learning using a robot, spider, scraper or other automated means or manual process without our express written permission.  

Third-Party Services and Content

Empass Learning may integrate, be integrated into, or be provided in connection with third-party services and content. We do not control those third-party services and content. You should read the terms of use agreements and privacy policies that apply to such third-party services and content. If you access a Empass Learning using an Apple iOS, Android or Microsoft Windows-powered device or Microsoft Xbox One, Apple Inc., Google, Inc. or Microsoft Corporation, respectively, shall be a third-party beneficiary to this contract. However, these third-party beneficiaries are not a party to this contract and are not responsible for the provision or support of the Empass Learning. You agree that your access to the Empass Learning using these devices also shall be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of service.  

Mobile Networks

When you access the Empass Learning through a mobile network, your network or roaming provider’s messaging, data and other rates and fees will apply. Downloading, installing or using certain Empass Learning may be prohibited or restricted by your network provider and not all Empass Learning may work with your network provider or device.

3. Your Content and Account

User Generated Content

The Empass Learning may allow you to communicate, submit, upload or otherwise make available text, images, audio, video, competition entries or other content (“User Generated Content”), which may be accessible and viewable by the public. Access to these features may be subject to age restrictions. You may not submit or upload User Generated Content that is defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, or otherwise offensive or that harms or can reasonably be expected to harm any person or entity, whether or not such material is protected by law. We do not claim ownership to your User Generated Content; however, you grant us a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works based upon, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in all media formats and channels now known or hereafter devised (including in connection with the Empass Learning and on third-party sites and platforms such as Facebook, YouTube, Pinterest, Instagram and Twitter), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity. You represent and warrant that your User Generated Content conforms to these terms and that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit, your User Generated Content in all manners contemplated by these terms. You agree to indemnify and hold us and our subsidiary and affiliated companies, and each of their respective employees and officers, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with our use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against us or our licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights. To the extent that we authorize you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of our copyrighted works, we grant you a non-exclusive license to create a derivative work using our copyrighted works as required for the purpose of creating the materials, provided that such license shall be conditioned upon your assignment to us of all rights in the work you create. If such rights are not assigned to us, your license to create derivative works using our copyrighted works shall be null and void. We have the right but not the obligation to monitor, screen, post, remove, modify, store and review User Generated Content or communications sent through a Empass Learning, at any time and for any reason, including to ensure that the User Generated Content or communication conforms to these terms, without prior notice to you. We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by users.  

Accounts

Some Empass Learning permit or require you to create an account to participate or to secure additional benefits. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us and your payment information. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide, including contact information for a parent or guardian. We have adopted and implemented a policy that provides for the termination, in appropriate circumstances, of the accounts of users who are repeat infringers of copyright. In addition, we may suspend or terminate your account and your ability to use the Empass Learning if you engage in, encourage or advocate for illegal conduct, or if you fail to comply with these terms or any supplemental terms.  

Passwords and Security

You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account that you can reasonably control. You agree to promptly notify us of any unauthorized use of your username, password or other account information, or of any other breach of security that you become aware of involving your account or the Empass Learning. The security, integrity and confidentiality of your information are extremely important to us. We have implemented technical, administrative and physical security measures that are designed to protect your information from unauthorized access, disclosure, use and modification.  

4. Paid Transactions

Identity of Seller

Sales are made by Empass Learning or the seller identified at the time of sale, if different. If you have questions about your order, please contact the seller at the address provided and they will assist you. Some storefronts on the Empass Learning are operated by third parties and, in that case, different or additional sale terms may apply, which you should read when they are presented to you.  

Digital Content and Virtual Items

We may make applications, games, software or other digital content available on the Empass Learning for you to license for a one-time fee or annual recurring fee. When purchasing a license to access such material from a Empass Learning, charges will be disclosed to you on the Empass Learning before you complete the license purchase. Your purchase of a virtual item or in-game currency is a payment for a limited, non-assignable license to access and use such content or functionality in the Empass Learning. Virtual items (including points, avatars) or in-game currency purchased or available to you in the Empass Learning can only be used in connection with the Empass Learning where you obtained them or where they were developed by you as a result of game play. These items are not redeemable or subject to refund and cannot be traded outside of the Empass Learning for money or other items for value. We may modify or discontinue virtual items or in-game currency at any time.  

Subscriptions

Some Empass Learning require paid subscriptions to access. By signing up for a subscription, you agree that your subscription will be automatically renewed and, unless you cancel your subscription, you authorize us to charge your payment method for the renewal term. The period of auto-renewal will be the same as your initial subscription period unless otherwise disclosed to you at the time of sale. The renewal rate will be no more than the rate for the immediately prior subscription period, excluding any promotional and discount pricing, unless we notify you of a rate change prior to your auto-renewal. From time to time, we may offer a free trial subscription for a Empass Learning. If you register for a free trial subscription, we will begin to bill your account when the free trial subscription expires, unless you cancel your subscription before that time.  

The Order Process

You will have the opportunity to review and confirm your order, including delivery address (if applicable), payment method and product details. We will send to you a notice when we accept your order and our acceptance will be deemed complete and for all purposes to have been effectively communicated to you at the time we send the notice. At such time, the contract for sale will be made and become binding on both you and us. The risk of loss in any goods you purchase and the responsibility to insure them passes to you when the relevant goods are delivered. We reserve the right to refuse or cancel any order prior to delivery. Some situations that may result in your order being cancelled include system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our credit or fraud departments. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after we have processed your payment but prior to delivery, we will refund your payment.  

Payments and Billing

When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party credit card updating services to obtain current expiration dates on credit cards.  

Right of Cancellation; Return of Goods

When you subscribe to a Empass Learning, you have the right to cancel your contract within seven (7) days after your receipt and acceptance of these terms and you will receive a full refund of the subscription fee paid. For semi-annual and annual subscriptions, if notice of cancellation is received within the first thirty (30) days following the first day of initial billing, you will receive a refund of the subscription fee paid. If we refund your subscription fee, you will still be obligated to pay other charges incurred. When you purchase a license to access digital content or virtual items, you will be given an opportunity to consent to delivery at the time of purchase. By consenting to delivery, you acknowledge that you have lost the right to cancel and the license purchase fee is non-refundable. You have the right, within thirty (30) days from the date of your receipt of physical goods, to cancel our contract with you and return the goods. This right does not apply to goods stated by us on the Empass Learning to be non-returnable, including audio and video recordings, computer software, and CD’s, DVD’s or other physical media that have been unsealed. If you are returning goods that are not faulty, you may be required to pay for the cost of returning the goods to us and we may deduct a reasonable amount if you use the goods. If you wish to cancel, you must do so by following the cancellation instructions for the particular Empass Learning.  

Personalized Goods

Please note that the rights of cancellation and return do not apply for personalized goods. Cancellations and changes to personalized goods cannot be made once you have submitted your order and personalized items cannot be returned unless there is a manufacturing error or product defect. We reserve the right to refuse personalized orders at our discretion. Inappropriate use of our personalization service will cause your order to be cancelled and any payment refunded.  

Pricing; Taxes

We may revise the pricing for products and services we offer. If you pay a periodic subscription fee for a Empass Learning, we will provide you with reasonable notice of changes to the fees or billing methods in advance of their effective date and you will be able to cancel your subscription prior to such change. When you place your order, we estimate the tax and include that estimate in the total for your convenience. The actual tax amount that will be applied to your order and charged to your payment method is based on calculations on the date of shipment, regardless of when the order was placed.  

International Shipping; Customs

When ordering goods for delivery to countries other than the country where the seller is located, you may have to pay import duties and taxes levied. These and any additional charges for customs clearance must be borne by you. You are responsible for assuring the goods can be lawfully imported to the destination country. When ordering from us, the recipient is the importer of record and must comply with all laws and regulations of the destination country.  

5. Competitions and Contests

Competitions that you enter on a Empass Learning may have supplemental rules and conditions, but the following general rules apply absent contrary terms in any supplemental rules or conditions for the competition.  

Entries

Your competition entry is User Generated Content and subject to all provisions of these terms that govern your submission and our use of your User Generated Content. We may disqualify entries that are late, misdirected, incomplete, corrupted, lost, illegible or invalid or where appropriate parental consent was not provided. Competition entries are limited to one per person and entries via agents or third parties or the use of multiple identities are not permitted. Use of automated entries, votes or other programs is prohibited and all such entries (or votes) will be disqualified. We reserve the right to modify, suspend, cancel or terminate a competition or extend or resume the entry period or disqualify any participant or entry at any time without giving advance notice. We will do so if it cannot be guaranteed the competition can be carried out fairly or correctly for technical, legal or other reasons, or if we suspect that any person has manipulated entries or results, provided false information or acted unethically. If we cancel or terminate a competition, prizes may be awarded in any manner we deem fair and appropriate consistent with local laws governing the competition.  

Eligibility

To enter a competition, you must be a registered user of the Empass Learning and have an active account with current contact information. No purchase is necessary to enter a competition and a purchase will not improve your chances of winning. Competitions are not open to our employees (or their immediate families) or anyone else professionally associated with the competition. If you are under age 18 (or the age of majority under applicable law) and the competition is open to you, we may need your parent or guardian’s consent before we can accept your entry. We reserve the right to request proof of identity or to verify eligibility conditions and potential winning entries, and to award any prize to a winner in person. Competitions are void where prohibited or restricted by law. Potential winners who are residents in jurisdictions where competitions require an element of skill may be required to answer a mathematical test in order to be eligible to win a prize.  

Prizes

No cash or alternative prizes are available, except that we (or the party providing a prize) reserve the right to substitute a similar prize of equal or greater value. Prizes cannot be transferred (except to a child or other family member) or sold by winners. Only the number of prizes stated for the competition is available to be won and all prizes will be awarded provided a sufficient number of eligible entries are received and prizes are validly claimed by the date provided in connection with the competition, after which no alternate winners will be selected or unclaimed prizes awarded. Unless otherwise disclosed in the prize description prior to entry, winners are responsible for all costs and expenses associated with claiming a prize. All taxes are solely the responsibility of each winner, although we reserve the right to withhold applicable taxes and each winner agrees to complete any required tax forms. Your acceptance of a prize constitutes agreement to participate in reasonable publicity related to the competition and grants us an unconditional right to us to use your name, town or city and state, province or country, likeness, prize information and statements by you about the competition for publicity, advertising and promotional purposes and to comply with applicable law and regulations, all without additional permission or compensation. As a condition of receiving a prize, winners (or their parents or guardians) may be required to sign and return an affidavit of eligibility, liability release and publicity release.  

6. Additional Provisions

Submissions and Unsolicited Ideas Policies

Our company policy does not allow us to accept or consider unsolicited creative ideas, suggestions or materials. In connection with anything you submit to us – whether or not solicited by us – you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type.  

Disclaimer

All the trademarks, service marks, trade names and logos contained in this website other than EMPASS belong to their respective third party owners. Nothing in these terms and conditions of use shall be construed as conferring by implication, estoppel or otherwise, any licence or right under any copyright, patent, trade mark, database right, sui generis right or other intellectual property or proprietary interest of EMPASS or its affiliates. While we have take complete care to ensure that there is no copyright violation or infringement while use of the trademarks or content, if you still feel that there has been a copyright violation, please drop us an e-mail on PLAY@EMBASS.MOBI citing reasons for such a violation. We will take prompt and necessary corrective action. Every logo, logomark, trade name other than EMPASS are owned by the respective IP owners and we do not make any claims to their IP or represent them in any manner as their licensed providers.  

Claims of Copyright Infringement

Notifications of claimed copyright infringement and counter notices must be sent to: Jaydeep Singh Empass Learning Private Limited G-72, Second Floor, South City-II, Gurgaon- 122018, Haryana, INDIA Email: play@empass.mobi We are only able to accept notices in the languages into which these terms are made available by us. We will respond expeditiously to claims of copyright infringement committed using the Empass Learning that are reported to us in accordance with the applicable laws in India.  

Binding Arbitration and Class Action Waiver

You and Empass Learning agree to arbitrate all disputes between you and Empass Learning Private Limited or its affiliates, except disputes relating to the enforcement of Empass Learning or its affiliates’ intellectual property rights. “Dispute” includes any dispute, action or other controversy between you and us concerning the Empass Learning or these terms, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. You and Empass Learning empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or formation of this contract, including the arbitrability of any dispute and any claim that all or any part of these terms are void or voidable. In the event of a dispute, you or Empass Learning must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute and the relief requested. You must send any notice of dispute to Empass Learning, G-72, Second Floor, South City-II, Gurgaon-122018, Haryana, INDIA. We will send any notice of dispute to you at the contact information we have for you. You and Empass Learning will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, you or we may commence arbitration. You may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first. If you and Empass Learning do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the laws of state of Haryana, INDIA. Arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. If the arbitrator issues you an award that is greater than the value of our last written settlement offer made before an arbitrator was selected (or if we did not make a settlement offer before an arbitrator was selected), then we will pay you the amount of the award or INR10,000, whichever is greater. We retain the right to seek an award of lawyers fees and expenses in connection with any non-frivolous arbitration between you and us. Arbitration will take place at Gurgaon, Haryana, India irrespective of your place of stay. Both you and Empass Learning agree to submit to the personal jurisdiction of the state courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator. PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor Empass Learning will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding.  

Choice of Forum

You agree that any action at law or in equity arising out of or relating to these terms or the Empass Learning that is not subject to arbitration shall be filed, and that venue properly lies, only in the city of Gurgaon, Haryana and courts located in Haryana, India and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.  

Choice of Law

These terms are governed by and construed in accordance with the laws of the State of Haryana, India, without giving effect to any conflict of law principles.  

Severability

If any provision of these terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.  

Survival

The provisions of these terms which by their nature should survive the termination of these terms shall survive such termination.  

Waiver

No waiver of any provision of these terms by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms shall not constitute a waiver of such right or provision.
 

Terms of Use for SDK


Last updated Sep. 1, 2016

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE EMPASS SOFTWARE DEVELOPMENT KIT (ALSO CALLED EMPASS SDK) OR ACCOMPANYING DOCUMENTATION OR MATERIALS (COLLECTIVELY, THE "SDK") OR ACESSING OR USING THE EMPASS APPLICATION PROGRAM INTERFACES, SOFTWARE, OR ACCOMPANYING DOCUMENTATION OR MATERIALS (COLLECTIVELY, THE "API"). THE TERMS AND CONDITIONS OF THIS SDK/API AGREEMENT (THIS "AGREEMENT") GOVERN ALL ACCESS TO AND USE OF THE SDK AND API, UNLESS YOU AND EMPASS HAVE EXECUTED A SEPARATE SDK/API AGREEMENT.

The permissions and licenses to the SDK, API, and API Content granted by Empass in this Agreement are conditioned upon your acceptance of and adherence to the terms and conditions recited in this Agreement. By either clicking on the "I accept" button below or by downloading, installing, using, or accessing the SDK or API, you indicate that you understand and accept this Agreement and all the terms and conditions contained herein. If you are acting on behalf or at the request of an organization or company, you represent that you have the authority to bind that organization or company to this Agreement and you indicate that you agree to the terms and conditions of this Agreement on behalf of that organization or company. If you do not accept this Agreement and all the terms and conditions contained herein, then Empass is unwilling to license either the SDK or API to you and you do not have permission to download, install, use, or access the SDK or API.

  1. Ownership. The SDK, API, and API Content are licensed, not sold, and Empass retains ownership thereof, including all intellectual property rights therein. Empass reserves all rights in the SDK, API, and API Content not expressly granted to you in this Agreement.
  2. Grant of SDK License. Subject to the terms and conditions of this Agreement, Empass hereby grants you a limited, non-transferrable, non-exclusive, revocable royalty-free
    1. non-sub licensable license to download, install, and use the SDK for the sole purpose of embedding the Empass software contained in the SDK into your software applications (mobile app and/or websites) (each, an"App") that communicate with Empass' proprietary services (the "Services"); and
    2. sublicensable license to distribute and sub-license the Empass software, only as embedded through use of the SDK, only as included within your App, and only subject to an end-user license agreement (a "EULA") which is at least as protective of Empass' proprietary rights in the SDK as those contained in this Agreement and which will include, without limitation, terms for Empass' benefit regarding restrictions on reverse engineering (to the maximum extent permitted by applicable law); disclaimer of warranties; limitation of liability.
  3. API and API Content License Grants. Subject to the terms and conditions of this Agreement, Empass grants you a limited, non-transferable, nonexclusive, revocable royalty-free license to:
    1. use the Empass API to develop, implement, integrate, and interface your Apps with the Services;
    2. reproduce, distribute, transmit, and display content provided through your use of the API ("API Content") in and through your Apps (which API Content you may modify to be properly formatted for display in and through your Apps) in association with Empass' provision of the Services; and
    3. use and display the Empass logo made available by Empass for use with the API Content (the "Empass Logo") with your Apps for the purpose of identifying the source of the API Content subject to compliance with Empass' trademark guidelines.
  4. License Restrictions. Except as expressly authorized under this Agreement, you may not:
    1. use, copy, modify, display, distribute, transfer, or sublicense any portion of the SDK, API, or API Content;
    2. make the functionality of the SDK, API, or API Content available to any third party through any means, including, without limitation, any hosting, application services provider, service bureau, or other type of service; or
    3. use the Empass Logo or Empass as part of your company's name, in any product, service, App, or logo created by you, or in a manner that creates a sense of endorsement, sponsorship, or false association with Empass.
  5. Other License and Use Restrictions. You acknowledge and agree that portions of the Services, SDK, API, and API Content, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain protected IP and trade secrets of Empass and its licensors. Accordingly, you agree not to disassemble, decompile, or otherwise reverse engineer the Services, SDK, API, or API Content, in whole or in part, or to permit or authorize a third party to do so, except to the extent that such activities are expressly permitted by law notwithstanding this prohibition.
  6. You agree to fully comply with any and all India export laws and regulations to ensure that neither the Services, SDK, API, API Content, any technical information related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. PII (Personally Identifiable Information), Results, usage statistics, data, or analytics-based information (in the aggregate or otherwise) derived from your or your Apps' use of the Services, API, or API Content ("Services Data") may be used only for your internal business purposes. You may disclose Services Data relating to an individual end user's use of the Services to that end user, but may not otherwise release, disclose, or make Services Data available to any third party. You agree to abide by any limitations on access, calls, or use of the Services or API (any "Service Limits") that may be set by Empass and will not attempt to circumvent such Service Limits without the separate prior written consent of Empass. You may not use or access the Services or API for the purposes of monitoring the availability, performance, or functionality of Services or API or for any other benchmarking or competitive purpose. You may not use or access the Services, SDK, API, or API Content for any unlawful purpose, for any purpose not expressly authorized hereunder, nor in any manner that is inconsistent with the terms of this Agreement. You agree not to block, disable, or limit the ability of any device (whether or not it includes an App) to access the Services, API, API Content, or any portion or functionality thereof. Without limiting the foregoing, you shall not, and shall not authorize any party to:
    1. generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions or consumer interactions ("Actions"), including by pre-populating forms or using other mechanisms not approved by us;
    2. duplicate Actions by sending the same information more than once,
    3. fail to provide for a particular Action the data or information required.
  7. API Access Requirements. Each App must maintain absolute compatibility with the API in order to be granted access to the Services, API and API Content, including by
    1. applying all SDK and API updates provided by Empass,
    2. providing, error-free, all functionalities identified as critical by Empass,
    3. supporting any standards (including encryption standards) or platforms (e.g., Android, iOS etc.) required by Empass.
  8. Updates and Support. Empass may, but is under no obligation to maintain, support, update, or provide error corrections for the SDK or API. If Empass provides you with an update or maintenance release for the SDK or API, unless you receive a separate license from Empass for that update or release that expressly supersedes this Agreement, such update or release will be subject to the terms and conditions of this Agreement.
  9. Term and Termination. This Agreement remains effective until terminated. You may terminate this Agreement at any time by providing written notice of such termination to Empass. If you breach any term or condition of this Agreement, Empass may, at its sole discretion, without notice, and at anytime thereafter:
    1. suspend your and your App's access to the Services, API, or API Content;
    2. terminate any and all licenses or permissions granted hereunder;
    3. terminate this Agreement.
    4. Empass may, at its sole discretion, terminate this Agreement or any licenses or permissions granted hereunder, by providing you with thirty (30) days' written notice of such termination.
    5. Upon termination of this Agreement, all rights and licenses granted to you hereunder will terminate; you will terminate your Apps' access to and use of the API and API Content; and you will, within fifteen days of termination, destroy all copies of the SDK, API, API Content, Services Data, and Empass confidential information in your possession or control.  Certain Sections of this agreement will survive termination of this Agreement and they are as follows below.
  10. No Warranty. The SDK, API, AND API CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. EMPASS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE RELATIVE TO THE SERVICES, SDK, API, OR API CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EMPASS OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
  11. Limitation of Liability. EMPASS' TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED FIFTY DOLLARS. IN NO EVENT WILL EMPASS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICES, SDK, API, OR API CONTENT, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT EMPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  12. Indemnity. You agree to defend, indemnify, and hold Empass harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys' fees and court costs), as incurred, arising out of or resulting from any third-party claim, action, or proceeding brought against Empass (any "Claim") arising from your use of the SDK, API, or API Content or your breach of this Agreement. Empass reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of the Claim.
  13. Confidentiality. The SDK, API, and API Content are the confidential information of Empass and you agree not to use the SDK, API, or API Content except as expressly authorized hereunder and as necessary to exercise your rights under this Agreement. Except as expressly authorized hereunder, you will not disclose Empass' confidential information to any third party. Notwithstanding the forgoing, you may disclose Empass' confidential information to those of your employees and subcontractors that need to know such confidential information for the purpose of performing this Agreement, provided that each such employee or subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. You agree to use all reasonable efforts to maintain the confidentiality of Empass' confidential information, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of similar importance.
  14. Modification. Empass may modify the terms of this Agreement, at any time and in its sole discretion, by providing you with thirty (30) days' written notice of such modification, including by posting the new terms on the Empass' website. If any noticed modification to this Agreement is unacceptable to you, your sole recourse will be to terminate this Agreement in accordance with Section 9 above. Your access and/or use of the SDK, API, or API Content more than thirty (30) days after receiving such notice will constitute your acceptance of the noticed modifications.
  15. General. This Agreement will be governed by and construed in accordance with the laws of the State of Haryana, India without regard to or application of conflict of laws rules or principles. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Empass' prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed by registered mail or professional courier service providers, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses as may be specified by either party to the other in accordance with this section. In addition, Empass may notify you by sending you an email to the address provided to us in connection with your registration. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Empass have executed a separate agreement. Each party agrees to comply in all material respects with all applicable laws, rules, and regulations in connection with its activities under this Agreement.
  16. Contact Information. If you have any questions regarding this Agreement, you may contact Empass at play@empass.mobi