Definition
“Agreement” means these Terms of Use.
“Subscription Fee” means the yearly or monthly fee (excluding any taxes) payable by you for the use of the service.
“Subscription Period” means the period covered by the subscription fee (excluding any taxes) payable by you.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically, or orally, including the Service, but does not include information which is or becomes publicly available without breach of this Agreement.
“Data” means any data inputted by you or with your authority into Etaprise.
“Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how, and any other intellectual or industrial property rights, anywhere in the world, whether or not registered.
“Service” means the use of Etaprise SaaS offering as an online-hosted service made available by Etaprise (which may be changed or updated from time to time by Etaprise).
“Authorized User(s)”, “User” means you as an individual, as well as the employer or entity on whose behalf you are using the Service, and you represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and such employer or entity. “User” also includes consumers that use any of our services, as applicable.
Etaprise Services
Etaprise offers you the use of our mobile and web-based Services which consist of Field service management services and tools, subject to our various types and levels of subscription plans, as well as add-ons for additional fees.
We also offer Customers the ability to process payments and access certain other services through Etaprise via our Third-Party Providers (defined below), including but not limited to Generative AI, Maps, Component controls, payment gateway.
Your use of our Service is solely authorized for supporting your business, and for consumers, solely for your personal use.
Use of the Service
The Service is offered to Users who are 18 years of age or older. Use of the Service is permitted only by individuals who can form legally binding contracts under applicable law. If you do not qualify, do not use the Service.
By using the Service, you represent and warrant that you are 18 years of age or older and otherwise meet all eligibility requirements herein. You further represent that all information you provide to us (including any customer and employee information) or any of our Third-Party Providers and vendors shall be accurate, and that you shall have all necessary rights to provide and use such information for use as contemplated herein.
In addition, you represent and warrant that you will comply with all applicable federal, state and local laws, rules and regulations with respect to your use of the Service.
Access Conditions: You are responsible for maintaining the security and confidentiality of all usernames and passwords necessary for accessing the Service. Promptly inform Etaprise of any unauthorized use of your passwords or any security breaches. Etaprise will reset your password and you must cooperate with any other security measures deemed necessary by Etaprise to safeguard their computing systems, networks, and your access to the Service.
Under these Terms, when using the Service, you agree to:
- Refrain from compromising the security or integrity of Etaprise computing systems or networks.
- Avoid using the Service in a manner that could disrupt its functionality or that of related systems or hinder other users' access to the Service.
- Abstain from unauthorized attempts to access materials beyond those permitted or the computer systems hosting the Service.
- Refrain from transmitting files that could harm others' devices or Software, contain offensive content, or violate any laws, including copyrighted or protected material.
- Not engage in activities such as modifying, copying, adapting, reproducing, disassembling, decompiling, or reverse engineering computer programs used for delivering the Service, except as strictly necessary for normal operation.
You agree not to utilize the Software, or allow any third party to utilize it, for the purpose of uploading, posting, distributing, linking to, publishing, reproducing, engaging in, or transmitting any of the following, including but not limited to:
- Content that is illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate, or objectionable in any way, including conduct that could lead to legal or civil liability under any local, state, federal, or foreign law.
- Material that would falsely represent your identity or qualifications, or infringe upon any individual’s privacy rights by impersonating someone else.
- Solicitations for investment opportunities, chain letters, pyramid schemes, or other forms of unsolicited commercial communication, unless expressly permitted by Etaprise in writing, and refrain from engaging in spamming or flooding.
- Any form of disruptive or harmful Software or Data, such as viruses, trojan horses, worms, or similar malicious content; and
- Information, Software, or Content that is not legally owned by you and lacks permission from the copyright owner or intellectual property rights owner.
Supervise your Content. While Etaprise reserves the right to monitor content on the Software, we are not obligated to do so. We may disclose any information required to fulfill legal obligations, safeguard Etaprise or its customers, or ensure proper operation of the Software. Etaprise retains the sole discretion to decline to post, remove, or retain any content, in whole or in part, that is deemed unacceptable, undesirable, inappropriate, or in violation of this Agreement.
Compliance with Laws
The Customer acknowledges that the use of the SaaS offering provided by Etaprise is subject to compliance with United States export control and sanctions laws, including the Export Administration Regulations (EAR) and the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC).
The Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country that is subject to U.S. sanctions or embargoes, including but not limited to countries such as Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine.
The Customer also represents and warrants that it is not on any list of restricted parties maintained by the U.S. government, including but not limited to the Specially Designated Nationals (SDN) List and the Denied Persons List.
The Customer agrees not to use, distribute, transfer, or transmit the SaaS offering or any related technical information or materials in violation of any applicable export control or sanctions laws and regulations.
The Customer shall immediately notify Etaprise if it becomes subject to any export control or sanctions restrictions during the term of this Agreement.
License
Subject to User’s compliance with this Agreement, Etaprise hereby grants User a revocable, non-exclusive, non-transferable right to access and use the Service, solely in the conduct of User’s normal course of business, and in accordance with this Agreement.
User understands and agrees that the Service is provided under license to User, not being sold to User, and User does not gain any ownership interest of any kind in the Service under this Agreement.
Etaprise will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time
Etaprise may restrict access to some parts of the Service, or the entire Service, to Users.
Etaprise does not make any representations or guarantees regarding uptime or availability of the Service.
Intelluctual Property
General: The Software is protected by copyright, trade secret, and other intellectual property laws. Title to, and all intellectual property rights in, the Software and any related documentation remain the property of Etaprise.
You are granted only limited rights to use the Software according to your subscription type and subscription period. Etaprise reserves all other rights in the Software not expressly granted to you in writing herein.
You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means)
Ownership of Data: Title to and all Intellectual Property Rights in the Data remain your property. However, your access to the Data is contingent upon full payment of the Etaprise Subscription Fee when due.
You grant Etaprise a license to use, copy, transmit, store, and back up your information and Data for the purposes of enabling you to access and use the Service and for any other purpose related to the provision of the Service to you.
Backup of Data: You are responsible for maintaining copies of all Data inputted into the Service. Etaprise adheres to best practice policies and procedures to prevent Data loss, including a daily system Data backup regime, but does not guarantee that there will be no loss of Data.
Etaprise expressly excludes liability for any loss of Data, regardless of the cause.
Subscription fee for Use of Etaprise
Etaprise has various levels of service that are billed on a subscription basis for the term as specified when you subscribed. When you sign up for a subscription-billing based account, you agree to pay for, and to allow us to bill your credit card (or other payment method provided by you) for, all due charges, including all taxes and other applicable charges, in advance, at regular intervals, in accordance with the term of the Services to which you subscribed.
The subscription period can be month-to-month, annual, or another duration described more fully on https://www.etaprise.com/pricing/. You understand and agree that we may elect to modify your billing frequency at any time, without notice, including, for example, billing a monthly subscription on a weekly basis.
ALL SUBSCRIPTIONS AUTOMATICALLY RENEW, IF NOT TERMINATED PRIOR TO SUCH AUTO-RENEWAL FOR A PERIOD EQUAL TO THE SUBSCRIPTION PERIOD.
For renewals, Etaprise will automatically charge your payment method in the amount of the then-current fee for your type of account, plus applicable taxes.
You hereby authorize us to re-bill for any failed billing or past-due amounts, including charging any alternate forms of payment that you have provided.
Subscription fees will not be prorated or refunded, except as expressly set forth in this Agreement. We will bill you a full period’s subscription fee and you are responsible for payment of such fee.
We reserve the right to revise pricing for any or all of our offerings, at any time, and such revised pricing shall become effective upon our provision of notice or as otherwise provided in such notice.
Any fees not paid when due may incur late payment fee equal to the lesser of 1.5% per month or the maximum amount allowed by law.
Confidentiality
Unless the respective party obtains prior written consent from the other party or unless legally mandated to do so:
Each party agrees to maintain the confidentiality of all Confidential Information obtained from the other party in connection with these Terms. Neither party will disclose or provide access to any Confidential Information to any individual without the prior written consent of the other party, nor will they utilize such information for their own benefit, except as outlined in these Terms.
The obligations of each party under this clause will continue even after the termination of these Terms.
The terms outlined shall not pertain to any information that falls under the following circumstances:
- Information that becomes publicly known through means other than a violation of this clause.
- Information received from a third party who legally obtained it and is not bound by any restrictions on its disclosure.
- Information already in the possession of the receiving party without any limitations on disclosure prior to receiving it from the disclosing party; or
- Information developed independently without access to Confidential Information.
Privacy and Personal Information
You may access the Etaprise Privacy Statement included with the Software and available on the Etaprise website. By using the Software, you consent to abide by the relevant Etaprise Privacy Statement and acknowledge any updates or modifications made by Etaprise.
Warranties
Your utilization of the Software and its content is entirely at your own discretion. Except as explicitly outlined in this agreement, the Software is provided “as is.” To the fullest extent permitted by applicable law, Etaprise, its affiliates, and its third-party providers, licensors, distributors, or suppliers (collectively referred to as “Suppliers”) disclaim all warranties, whether express or implied, including any warranties regarding the suitability of the Software for a particular purpose, title, merchantability, prevention of data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality, or content within or linked to the Software.
Etaprise, its affiliates, and suppliers do not guarantee that the Software is secure, free from bugs, viruses, interruptions, errors, theft, or destruction. If the exclusion of implied warranties is not applicable to you, any implied warranties are restricted to 60 days from the date of purchase or delivery of the Service, whichever occurs first.
Etaprise, its affiliates, and suppliers do not make any representations or warranties regarding whether your use of the Software will meet or guarantee compliance with any legal obligations, laws, or regulations.
Limitation of Liability and Indemnity
To the fullest extent permitted by applicable law, Etaprise, its affiliates, and suppliers' total liability for all claims arising from this agreement shall be capped at the amount you paid for the Software in the three (3) months preceding such claim, subject to applicable law.
Etaprise, its affiliates, and suppliers shall not be held liable for the following: (a) indirect, special, incidental, punitive, or consequential damages; (b) damages related to telecommunication failures, internet issues, electronic communications failures, data corruption, security breaches, data loss or theft, viruses, spyware, loss of business, revenue, profits, investments, or usage of software or hardware not meeting Etaprise’ s system requirements. These limitations apply even if Etaprise, its affiliates, and suppliers have been advised of the potential for such damage. This agreement outlines the entire liability of Etaprise, its affiliates, and your sole remedy concerning the Software and its usage.
You agree to indemnify and hold Etaprise, its affiliates, and suppliers harmless from any claims, liabilities, and expenses, including reasonable attorneys' fees and costs, arising from your use of the Software or breach of this Agreement (collectively referred to as “Claims”). Etaprise reserves the right, at its sole discretion and expense, to assume exclusive defense and control of any Claims. You agree to cooperate reasonably as requested by Etaprise in the defense of any Claims.
If you are dissatisfied with the Service, your sole and exclusive remedy is to terminate these Terms as outlined in Termination Clause.
Changes
We retain the right to modify this Agreement at any time, with such changes becoming effective upon publication on our website for the Software or upon notification to you through other means. Your ongoing usage of the Software signifies your acceptance of these modifications.
Termination
Prepaid Subscriptions: Etaprise does not offer refunds for any remaining prepaid period of a prepaid Subscription Fee.
Termination Without Cause: These Terms shall remain in effect for the duration covered by the Subscription Fee paid or payable as per subscription fee clause. Upon the conclusion of each billing cycle, these Terms will automatically extend for another Subscription Period of the same duration as the previous one, provided that you continue to fulfill the Subscription Fee requirement, unless either party terminates these Terms by providing at least one month’s advance written notice. Should you opt to terminate these Terms by issuing a written notice one month in advance, you shall remain liable to pay all relevant Subscription Fees up to and including the termination date of these Terms.
Violation: If you:
- Violate any of these Terms and fail to rectify the violation within 14 days after receiving notice of it, provided the violation is remediable.
- Violate any of these Terms and the violation is not remediable or fail to fully pay any Subscription Fee.
- You or your business become insolvent, enter liquidation, have a receiver or manager appointed over any of your assets, or if you become insolvent, make arrangements with your creditors, or become subject to similar insolvency proceedings in any jurisdiction.
Etaprise reserves the right to undertake any or all of the following actions, at its sole discretion:
- Terminate this Agreement and your access to the Service.
- Temporarily or permanently suspend your access to the Service and the Website.
- Suspend or terminate access to some or all Data.
It is clarified that if payment of any invoice for Subscription Fee related to any of your Billing Contacts remains outstanding, Etaprise may suspend or terminate your access to the Service, the authorization for any of your organizations to use the Service, or your rights to access some or all Data.
Accrued Entitlements: Termination of these Terms does not affect any rights and obligations of the parties accrued up to and including the termination date. Upon termination of this Agreement:
- You will still be responsible for any accrued charges and amounts due for payment before or after termination.
- You must immediately discontinue using the Service.
Expiry or termination: Upon expiration or termination, Clauses subscription fee, Use of Service, Confidentiality, Privacy and Personal Information, Warranties, and Limitation of Liability and Indemnity shall remain in effect.
Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
If there is any legal suit, action, proceeding or other dispute arising out of this Agreement or the use of the Service, by using the Service you expressly agree that any such dispute shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions.
You further agree that any dispute that is not required or eligible to be submitted to arbitration, as described below, shall be resolved in the state and federal courts located in Delaware, and you agree to sole and exclusive jurisdiction in Delaware.
General
Whole Agreement: These Terms, along with the Etaprise Privacy Policy and any other notices or instructions provided to you under these Terms of Use, override and invalidate all previous agreements, representations (whether oral or written), and understandings, and constitute the complete agreement between you and Etaprise regarding the Service and other subjects addressed in these Terms.
Waiver: Should either party waive any breach of these Terms, it shall not imply a waiver of any other breach. No waiver shall be deemed effective unless made in writing.
Delays: Neither party shall be held liable for any delay or failure in fulfilling its obligations under these Terms if such delay or failure is caused by circumstances beyond its reasonable control. This provision does not apply to any obligation to make payments.
Non-Assignment: You are prohibited from assigning or transferring any rights to any other party without the prior written consent of Etaprise.
Additional Terms
Etaprise does not offer professional advice: Unless explicitly stated otherwise in the Software, Etaprise does not engage in providing legal, financial, accounting, tax, healthcare, real estate, or any other professional services or advice. For such matters, seek assistance from qualified professionals.
Communications: Etaprise may have a legal obligation to send you communications regarding the Software or Third-Party Products. You consent to receiving these communications from Etaprise via email or through postings on our websites.