Terms and Conditions of Service
Last updated: July 2021
The following terms and conditions of service constitute the binding legal agreement
(this "Agreement") between Empiflow S.àr.l, a limited liability company existing and governed under the laws of Grand-Duchy of Luxembourg with the registered office at 25а Boulevard Royal, 2449 Luxembourg, Luxembourg (hereinafter "us", "we," or "Empiflow") and you ("you" or the "Customer" or "User as the context will require).
1. Empiflow: Terms of Service
  1. In furtherance of this Agreement orders for the services may be made (the "Orders"), in which cases such Orders will be a part of this Agreement.
  2. The scope and object of the Services may differ depending on the scope chosen by the Customer.
  3. In the event of a discrepancy between this Agreement and any Order, this Agreement will prevail, unless the Order expressly states otherwise.
  4. You confirm that: i) when you use Empiflow Services (as this term is defined further), you agree to the terms of the Agreement; and ii) you are at least 18 years old on the date of the use of Empiflow Services.
  5. Users of our Platform who made an order are "customers" and other users, which include i) customer's employees / collaborators / service providers or and/or other individuals who are authorized by customer or other users of the Website and/or the Platoform are "users".
  6. This Contract applies to Customers and Users.
2. Services
  1. This Contract applies to Empiflow.com, Empiflow-branded apps, and other related sites, apps, communications and other services, including the ones offered under any Order ("Empiflow Services").
  2. Empiflow provides Customers and Users authorized by the Customers with remote access to Empiflow Services that may be set forth in one or more Orders or otherwise offered by Empiflow.
  3. If provided in the relevant Order, Empiflow will provide customer care, consulting, implementation, training, integration, enhancement, configuration and other services.
  4. Other than support services, and other services specifically identified in the Order, Empiflow will have no obligation to provide you any support services
3. Technical Requirements
  1. You must have required equipment, software, and Internet access to be able to use the Services. Empiflow Software will be accessible through the following web browser: Chrome 80 and later releases and Firefox 73. and later releases and the following versions of operating systems of the smartphones: iOS 10.0 and later releases, Android 4.1 and later releases.
  2. You are responsible for (i) the compatibility of its IT equipment with the Services and (ii) the connection of its IT equipment to a telecommunication service which provides for a permanent and secure Internet access.
4. Your Account
  1. To have access to certain Services you need to have an account.
  2. You will keep your password to your account a secret and not share an account with anyone else and will follow our rules and the law.
  3. Empiflow will provide Customer with an Empiflow account under each respective Order.
  4. The Customer creates accounts to the Users, defines the rights and scope of the use of the Services and administers all matters relating to the operation of the account of the User.
  5. In relation to the Users, Customer undertakes that: (i) it will not account to be used by more than one User; (ii) allow access only to the identified Users; (iii) it shall permit Empiflow to audit the use of the Services in compliance with the terms.
  6. Customers are responsible for anything that happens through Customer's account.
  7. As between you and others (including your employer), the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.
  8. In case of unauthorized use to Empiflow Platform, the Customer shall immediately notify Empiflow accordingly.
5. Payment
  1. The Customer purchase Services that may be offered by Empiflow for a fee from time to time.
  2. Fees payable under any Order shall be in the amounts and payable on the terms set forth on the applicable Order.
  3. Empiflow can provide the Service in test mode, in this case Empiflow provides with a test period of access to the Service in the agreed scope. When providing the Service in test mode you are given the opportunity to find out about the functional and other capabilities of Empiflow, the ability to use Empiflow to determine / study properties. No fee in test mode is charged. The test period may not exceed 60 calendar days from the start of the provision of services.
6. Rights and Limits
Your License to Empiflow:
  1. You own the content and information that you submit or post to the Services, and you are only granting Empiflow and our affiliates a worldwide, transferable and sublicensable right/license to publish information and content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others.
  2. You and Empiflow agree that we may access, store, process and use any information and personal data that you provide in accordance with, the terms of the Privacy Policy available at https://empiflow.com/privacy-policy.
  3. You promise to only provide information and content that you have the right to share, and that your Empiflow profile will be truthful.
7. Other Content, Sites and Apps
  1. Your use of others' content and information posted on our Services, is at your own risk.
  2. By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Empiflow generally does not review content provided by our Customers or others. You agree that we are not responsible for others' content or information we are not responsible for any such misuse.
  3. Empiflow does not supervise, direct, control or monitor Customers in the performance of their services via Empiflow and agree that (1) Empiflow is not responsible for the offering, performance or procurement of these services, (2) Empiflow does not endorse any particular Customer's offered services, and (3) nothing shall create an employment, agency, or joint venture relationship between Empiflow and any Customer offering services.
  4. It is your responsibility to obtain any and all license rights necessary for Empiflow to access any third-party content in connection with it's use of the Platform. At Empiflow request you shall specify from which third-party content provider it has obtained the necessary license rights for Empiflow to access such content, and the terms and conditions, including any use restrictions, in respect of such third-party content providers license.
  5. You assume full responsibility for any damages, losses, costs, or harms arising from the use of or inability to use such third-party content. To the extent permitted by law, Empiflow disclaims all representations, warranties or liabilities, whether express or implied, including all warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, title and non-infringement, with respect to your use of or inability to use such third-party content and the performance or non-performance of such third-party content (including direct or indirect damages).
  6. Any fees or royalties charged by such third-party content provider are your sole responsibility, and, if invoiced through Empiflow, shall be in addition to the fees of the Services.
8. Limits
Empiflow reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Customers. Empiflow reserves the right to restrict, suspend, or terminate your account if you breach this Contract or the law or are misusing the Services.
9. Intellectual Property and Customer Data
  1. Empiflow reserves all of its intellectual property rights in the Services, software, and technology, Empiflow trademarks, service marks, graphics and logos used for our Services are trademarks or registered trademarks of Empiflow.
  2. Any and all data uploaded by the Customer or User or on its behalf on the Platform (such as brands, logos, copyright, personal data, trade secrets, know how, and other intellectual property created by the Customer etc.), as well as, if any, new data generated on the Platform (altogether, the " Customer Data "), are and remain the full and exclusive property of the Customer or User as the case may be. The Customer is responsible for the quality, legality, accuracy and relevance of the Customer Data.
  3. The Customer grants Stonly (and, if applicable, its suppliers, subcontractors and partners) a non-exclusive right to use, reproduce, store and modify the Customer Data, for the whole world, for the sole purposes of providing the Services and fulfilling its obligations under these Terms of Service. The Customer warrants Stonly that it has full ownership of the Customer Data and is able to freely grant Stonly the aforementioned rights of use without any authorization from third parties or prior formalities being required.
10. "Dos and Don'ts"
You agree that you will:
  1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
  2. Provide accurate information to us and keep it updated; and
  3. Use your real name on your profile.

You agree that you will not:
  1. create a false identity on Empiflow, misrepresent your identity, create a Customer profile for anyone other than yourself (a real person), or use or attempt to use another's account;
  2. develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
  3. override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches or profile views);
  4. disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));
  5. violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights.;
  6. violate the intellectual property or other rights of Empiflow, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the word "Empiflow" or our logos in any business name, email, or URL;
  7. post anything that contains software viruses, worms, or any other harmful code;
  8. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
  9. imply or state that you are affiliated with or endorsed by Empiflow without our express consent (e.g., representing yourself as an accredited Empiflow trainer);
  10. rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without Empiflow's consent;
  11. use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
  12. monitor the Services' availability, performance or functionality for any competitive purpose;
  13. Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
  14. publish, ship, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortious, indecent, unlawful, immoral or otherwise objectionable material or information (including any unsolicited commercial communications);
  15. publish, ship, distribute or disseminate material or information that encourages conduct that constitutes a criminal offense.
11. Confidentiality
  1. Confidential Information " means all information of any nature whatsoever (commercial, technical, financial, strategic, etc.), originating from a party, (i) that has been characterized in writing or orally as confidential at the time of its disclosure by a party, its employees, agents, subcontractors and others if any, and/or (ii) of a unquestionably confidential nature, which relates to technical information, business operations including protocols, development plans, standard operating procedures, pricing information, business methods, trade secrets, business processes, business plans, inventions, techniques, and other information not readily available to the public. Confidential Information does not cover information or data which (a) entered into the public domain prior to their divulgation, or afterwards but without any fault of the receiving party, or (b) is already known by the receiving Party and if, this prior knowledge could be demonstrated by the existence of appropriate documents in its files and dated before the effective date of the Terms of Service, or (c) has been received from a third party legally, without any restrictions or violation of the Terms of Service.
  2. Each party undertakes to protect and strictly respect the confidential nature of the Confidential Information of the other party, and in particular:
  • not to disclose, without the prior written authorization of the other party, any of the Confidential Information to third parties;
  • to limit access to the Confidential Information to those persons who need to have access to it;
  • to warn its personnel and collaborators of the confidential nature of the Confidential Information and to obtain a written undertaking from them not to disclose such Confidential Information; and
  • not to use the Confidential Information for any purpose other than for the performance of the Terms of Service.
3. The parties undertake to comply with the obligations arising from this Article throughout the term of the Terms of Service and for three (3) years following the termination of the Terms of Service, regardless of the cause.
4. Upon the occurrence of the first of the following events: (i) termination of the Terms of Service for any reason whatsoever, (ii) thirty (30) days following any written request from the Customer sent by registered letter with acknowledgement of receipt; Stonly undertakes: (a) if the Customer so requests and provided that the Confidential Information is not necessary for the use of the Platform, to return the Confidential Information to the Customer in the same format in which it was communicated to Stonly, (b) in any event, to destroy the Confidential Information from its information systems as well as any existing copies, unless Stonly is required to retain Confidential Information for legal or evidentiary archiving purposes by virtue of a legal obligation.
12. Notices and Messages
You're okay with us providing notices and messages to you through our websites, apps, and contact information. If your contact information is out of date, you may miss out on important notices.
13. Warranties and Limit of Liability
  1. EMPIFLOW AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES, INCLUDING ANY REPRESENTATION THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDE THE SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN "AS IS" AND "AS AVAILABLE" BASIS.
  2. EMPIFLOW, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION, LOSS OF DATA AND/OR ANY INDIRECT, DAMAGES.
  3. EMPIFLOW AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO EMPIFLOW FOR THE RELATING SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY, OR (B) US $1000.
14. Governing Law and Dispute Resolution
  1. Governing Law – Dispute resolution: These Terms of Service shall be governed in all respects by the laws of the Grand-Duchy of Luxembourg. Disputes that may arise in connection with these Terms of Service will be submitted to mediation, accordance with the mediation rules of the CMAP (Centre de Médiation et d'Arbitrage de Paris), to which both Stonly and the declare that they adhere. In case the mediation fails, the dispute will be resolved by the competent French courts.
  2. In the unlikely event we end up in a legal dispute, you and Empiflow agree to resolve it in the competent Luxembourg court.
We may modify this Terms of Service from time to time. If we make material changes to it, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective.
Last updated: July 1, 2021.
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