Terms of Service
Note: If you are evaluating Arlo check out the Evaluation Terms.​
These Terms of Service (the “Agreement”) is a legal agreement between you and EnPowered Inc. (“EnPowered”) respecting your use of EnPowered services and software as described herein and in any quotation, evaluation agreement or other EnPowered form describing the software and services and referencing this Agreement.
1. Definitions
1.1. “Customers” means your customers whose information you upload to the Software using the Services, as described in Section 2.1.
1.2. “Services” has the meaning set forth in Section 2.1.
1.3. “Software” means the software application that you or a User must access and use through a supported web browser to use the Services, as well as the EnPowered backend software platform and any third party data storage used by the application or platform.
1.4. “User” means a user of the Software or Services, that is your employee or contractor, and that has been authorized by you to use the Software or Services on your behalf.
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2. The Services
2.1. EnPowered will provide you with the ability to use EnPowered’s web application to populate your Customer information, send requests to your Customers for documentation, permit your customers to upload the requested documentation securely into a Customer folder residing on a Google drive dedicated to your use, and review and download such documentation and reports generated from the Customer information input into the Software (the “Services”). EnPowered reserves the right to delete Customer folders from the Google drive provided by EnPowered after one (1) year from the date that it is created by EnPowered, or earlier upon at least thirty (30) days’ notice to you (or in accordance with Section 3.5 or Section 13 of this Agreement). The Services are provided subject to the terms and conditions of this Agreement.
2.2. In order to use the Services, you must:
(a) provide up-to-date, complete and accurate payment and contact information as requested by EnPowered, such as credit card information for a credit card that is valid and legally registered to you;
(b) accept full responsibility of the use of Software and Services by your Users; and
(c) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
You specifically agree that EnPowered may rely on the accuracy of the information provided by you to EnPowered, and that EnPowered will have no liability whatsoever, whether to you or to any third party (including Users), for any claims or damages resulting from inaccurate information provided to EnPowered (whether by you, your Users, or your Customers).
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2.3. EnPowered will provide you with certain information to allow you to use the Services, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or your authorized representatives (including Users) to obtain access to the Services using the Access Information. EnPowered is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services. For greater certainty, you are solely responsible for imposing any desired limitations to account permissions respecting your Users, enforcing User compliance with this Agreement, removing access to the Services from Users where desired (such as in the case of employee or contractor termination), and instructing Users respecting the usage of the Software and Services, and you shall be vicariously liable for any breach by Users of this Agreement.
2.4. EnPowered reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content, account access, or any promotion offered by EnPowered. EnPowered may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, EnPowered will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that EnPowered shall have no liability whatsoever for its failure to provide such notice to you.
2.5. In providing the Services, EnPowered is only responsible for the computers and networks hosting the back-end platform portion of the Software, and in any event, only to the extent that such computers and networks are wholly within EnPowered’s control. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all other equipment, software and services used in conjunction with the Software including without limitation your internal network infrastructure, Internet Service Providers, and any mobile devices. EnPowered is specifically not responsible for any compatibility issues, communication lags or downtime respecting any such computers, networks, devices or ISPs.
3. Data Collection
3.1. EnPowered acknowledges that all your specific data used or transmitted by or through the Software, or processed by the Software (including Customer data) is your exclusive property, and EnPowered will protect such data as your confidential information and, where applicable, in accordance with EnPowered’s Privacy Policy, using commercially reasonable methods. However, you agree that EnPowered is hereby granted a license to use such data to provide you with the Services, and may also process and combine portions of your specific data and/or personal information obtained through the Software and Services with other information into an aggregate form, such that the resulting information no longer personally identifies any individual or discloses your specific confidential information. Such resulting information is used to obtain an overall picture of the usage patterns of EnPowered’s products and services, and EnPowered may disclose this anonymized, aggregate information to third parties, in its sole discretion. You further agree that EnPowered may use such data to train its AI systems and algorithms and to improve the functionality of its Software and Services; for greater certainty, such AI training will not entail the use of any personal identifying information within such data. Notwithstanding the foregoing, nothing herein shall permit EnPowered to disclose any specific inspection or site data to any third party, whether or not such data is in an aggregate and non-personalized form, without your express written consent.
3.2. As information and data processed through the Services may contain personal information of Users, Customers, your employees and/or third parties, you are solely responsible for obtaining all relevant permissions to enable you to grant the license set forth in Section 3.1, and to enable EnPowered to collect and process such information and data through the Software. EnPowered will have no liability whatsoever respecting any claim by you, Users, Customers, or any third party whose information, identity and data are collected in your use of the Services, whether related to privacy or otherwise, in relation to EnPowered’s use of such information to provide the Services, and you agree to indemnify, defend and hold EnPowered harmless against any such claims.
3.3. You acknowledge that data obtained through the Services (including any content used to populate Customer information fields, which is obtained from third party databases) is not under the control of EnPowered, and EnPowered is not responsible or in any way liable for the content of such data, including without limitation its accuracy, reliability, effectiveness, standards compliance, copyright compliance, legality, decency, or any other aspect of their content. EnPowered does not assess data for its quality, usefulness or otherwise, and in particular has no responsibility whatsoever respecting the quality or usefulness of any Customer documentation uploaded to the Software. Under no circumstance will EnPowered be liable for any loss or damage caused by your reliance on information obtained through the Services. Without limiting the foregoing, EnPowered does not assess Customer data for quality or otherwise; metrics, analyses and reports generated by the Software are based solely on automatic Software functions, not the result of any specific examination of the data by EnPowered or its employees, or any judgment exercised by EnPowered or its employees respecting such specific data. It is solely your responsibility to ensure and evaluate the accuracy, completeness or usefulness of any content and data available through the Services.
3.4. You acknowledge and agree that EnPowered cannot guarantee data integrity, and that it is solely your responsibility to back up any of your information and data that you obtain or use in conjunction with the Services, including any reports or aggregation of data obtained through the Services.
3.5. You acknowledge and agree that EnPowered will exercise no control over your use of the Services, and that you are solely responsible for complying with the provisions of this Agreement and all applicable laws respecting your use of the Services. Notwithstanding the foregoing, EnPowered reserves the right to review any material stored in files or programs on its Software or Google drive, and has the right to edit or remove any material that, in its sole discretion, believes may be unlawful, obscene, abusive, or otherwise objectionable and/or to report such material to the appropriate authorities. EnPowered reserves the right to revoke service for any abusive conduct or fraudulent use of the Services and to cease the Services, temporarily or permanently, in the event that your use of the Services or the provision of the Services constitutes, in EnPowered’s reasonable judgment, a threat to EnPowered’s or any third party’s computer systems, networks, files, materials or other data.
3.6. You acknowledge that, due to the nature of the Services, information or data uploaded to the Services may be hosted on servers residing in jurisdictions other than the United States or Canada, over which EnPowered has no direct control. By using the Services, you acknowledge that your information and data may become, during the period that they are hosted on such servers, subject to the laws of the jurisdiction in which those servers reside and/or to the terms of agreements respecting the hosting of data on such servers. Although EnPowered has made reasonable efforts to verify that its agreements with such server providers are reasonably protective of your data, you acknowledge that EnPowered has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release EnPowered from all liability for any governmental or third party action taken in such jurisdictions with respect to such data (including your information, data, and any results, such as metrics and analytic reports, based on such data) and/or the servers on which such data resides.
4. Your Use of the Services
4.1. You agree that:
(a) you will not permit anyone other than an authorized representative of your organization (including Users) to obtain access to the Services through your EnPowered account or otherwise using your Access Information, and will only use the Services in accordance with this Agreement and applicable law;
(b) you will ensure that any information that is provided to EnPowered pursuant to this Agreement is true, accurate, current and complete;
(c) you will be solely responsible for all activities with respect to the Services undertaken by you and your Users and Customers;
(d) you will not use the Services directly to provide commercial services to, or for the benefit of, any third party (however, the foregoing shall not prevent you from providing any reports or aggregation of data generated through the Services to any third party);
(e) you represent and warrant that you have the right and the authority to enter into this Agreement, to use the Services, and to post or upload any content through the Software or otherwise provide such content and data to EnPowered;
(f) you agree to obtain all authorizations necessary from all third parties for your use of any third party data in conjunction with the Services, including without limitation obtaining permission and all necessary rights from any Customers to use their information as contemplated in your provision of products or services to such Customers;
(g) you will ensure that your use of the Services does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including EnPowered and other users of the Services (including by ensuring that you do not upload any viruses or other harmful code in using the Services or by placing an undue burden upon the CPUs, servers or other resources used to provide the Services);
(h) you will not in any way use the Services to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
(i) you will not interfere with or in any manner compromise any of EnPowered’s security measures;
(j) you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any content, data and/or features accessible through the Services or Software, including, without limitation, the content delivery and display functionality of the Services and Software; and
(k) you will cooperate with EnPowered and provide information requested by EnPowered to assist EnPowered and/or relevant authorities in investigating or determining whether there has been a breach of this Agreement or applicable law.
Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
4.2. The Services will be subject to the usage policies as provided to you by EnPowered from time to time. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies. You are also responsible for requiring Customers to agree to comply with service usage terms that are equally protective of EnPowered as the terms herein respecting Services usage and Software protection. Any template terms and conditions provided by EnPowered are for informational purposes only, and you are solely responsible for providing Customer with legal terms and conditions which are satisfactory to you, to which the Customer must agree respecting your business, operations, products and services, as well as any submission of information through the Services.
4.3. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the Services (except for EnPowered’s computer systems and networks), including without limitation your internal network infrastructure.
4.4. You agree to promptly and accurately report to EnPowered any actual or apparent errors, problems, nonconformities or other difficulties in Services, along with any other information reasonably requested by EnPowered to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by EnPowered for the purposes of EnPowered’s internal use to improve the Services or other EnPowered products or services.
4.5. You agree that any suggestions, bug reports or other communications respecting the functionality of the Software or Services that you transmit to EnPowered by any means (each, a "Submission"), is considered non-confidential and may be disseminated or used by EnPowered or any third party without compensation or liability to you for any purpose whatsoever. By providing a Submission to EnPowered, whether for inclusion on the Services or otherwise, you represent and warrant that you have all necessary permissions to grant the licenses below to EnPowered. You hereby grant EnPowered, its affiliates and successors a perpetual, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, transmit, modify, develop, prepare derivative works of any Submission on, through or in connection with the Services, including without limitation, for promoting, improving and developing the Services.
4.6. You specifically acknowledge that neither the Software nor the Services are developed, or licensed for use in any inherently dangerous, time-sensitive or mission critical procedure. You agree that EnPowered shall not be liable for any claims or damages arising from such use if you use the Software or Services for such procedures. You agree to hold EnPowered harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Software or Services for such procedures.
5. The Software
5.1. EnPowered hereby grants you a personal, non-exclusive, revocable, non-transferable license to use the Software through supported browser interfaces, solely for the purposes of using the Services. This license does not imply any rights to future upgrades or updates to, or versions of, any portion of the Software. However, if EnPowered does provide you with any Software upgrades, updates or versions, such updates, upgrades and versions shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such upgrades, updates or versions. Such Software upgrades, updates and versions may be subject to additional payments. You do not have the right to obtain or use any source code for any Software.
5.2. You shall not:
(a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
(b) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software (including without limitation any copyright notice or other notice of intellectual property ownership);
(c) use the Software in any way inconsistent with the use parameters for the Services;
(d) attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by EnPowered with respect to the Software and/or data and/or content transmitted, processed or stored by EnPowered or other users of the Services;
(e) collect any information or communication about the users of the Services or Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or Services or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing
(f) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Services or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the Services; or
(g) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (f) above, or attempting to do so.
6. Support and Training
6.1. Basic support to assist with any issues relating to the Software and Services is available by email from 9-5 M-F (minus suitable holidays) at support@enpowered.com, or by phone through EnPowered’s toll free number: +1.888.280.0790. Any other support, maintenance and training respecting the Software and Services will only be provided subject to a separate written agreement between you and EnPowered, and may be subject to additional fees.
7. Fees for Services and Taxes
7.1. You agree to pay all applicable fees in connection with the Services, as set forth on the quotation, order form or evaluation services agreement attached to this Agreement.
7.2. Fees are quoted and payable in United States dollars, and are based on Services purchased and not actual usage. Payment obligations are non-cancellable and fees paid are non-refundable. EnPowered reserves the right to modify such fees, upon reasonable notice, upon sixty (60) days’ written notice to you, and reserves the right to modify its standard price list at any time.
7.3. If you are paying by credit card, you authorize EnPowered or its third party payment processor to automatically charge your credit card for any and all fees incurred by you for Services. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection. The foregoing shall not limit EnPowered’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you shall also be responsible for paying for all reasonable fees and costs incurred by EnPowered, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
7.4. In addition to any other rights and remedies available to EnPowered, EnPowered shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.
7.5. You are responsible for, and shall pay all taxes relating to this Agreement, excluding any taxes based on the net income of EnPowered. Unless otherwise indicated, all amounts payable by you under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Services or Software, the execution of this Agreement or otherwise. If you are required to withhold any taxes from payments owed under this Agreement, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to EnPowered shall equal the amount invoiced or otherwise due. You shall promptly furnish EnPowered with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.
8. Privacy and Confidentiality
8.1. Your personal information, and any User or customer personal information stored by EnPowered as a result of the Services, will be handled in accordance with EnPowered’s Privacy Policy. To view EnPowered’s Privacy Policy, please visit the following link: https://usearlo.com/privacy. Notwithstanding the foregoing, EnPowered reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental authority. To the extent permissible by such law, regulation, legal process or governmental authority, EnPowered will inform you of any such disclosure that contains your personal information or any User or third party personal information. EnPowered will also inform you in a timely manner of any incident, such as data loss or unauthorized data access, that compromises your personal information or any User or third party personal information, or your confidential information.
8.2. Additionally, by submitting personal information to EnPowered pursuant to this Agreement, you consent to the collection, processing, transmission and disclosure of such information by EnPowered for the purposes of EnPowered’s provision of the Services and EnPowered’s internal use, and specifically the purposes for which such information has been requested, such as billing requirements. You specifically agree that EnPowered may disclose your name, address, e-mail address and/or account information to third party service providers to the limited extent necessary to provide you with the Services, and that you are also providing your express consent to communications from EnPowered (including e-mail communications, both marketing and informational) respecting EnPowered products and services, including the Software and Services.
9. Intellectual Property Rights
9.1. You are responsible for complying with all applicable intellectual property laws in your use of the Services, and agree to indemnify, defend and hold EnPowered harmless from any and all claims that arise as a result of your non-compliance with intellectual property laws and/or your infringement of any intellectual property rights.
9.2. You acknowledge that the Software is owned by EnPowered, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Software and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Software. Nothing herein shall be construed as constituting a sale of the Software or any portion thereof to you.
9.3. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, the Services, or any part thereof. Your only rights to the Software, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Any rights not expressly granted under this Agreement are reserved.
10. Disclaimer of Warranties
10.1. THE SERVICES AND SOFTWARE ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. ENPOWERED ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE. UNDER NO CIRCUMSTANCES WILL ENPOWERED BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES OR THE SOFTWARE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES AND SOFTWARE IS SOLELY AT YOUR OWN RISK. EnPowered has no special relationship with or fiduciary duty to you, and you acknowledge that EnPowered has no control over, and no duty to take any action regarding any acts or omissions taken by you or any third party obtaining information through the Services, including without limitation, how you or any third party may interpret or use materials accessed or processed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
11. Limitation of Liability
11.1. The only type of damages that can be recovered against EnPowered arising from or related to this Agreement including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising from EnPowered’s gross negligence, wilful misconduct or material breach of this Agreement. In no event shall the aggregate liability of EnPowered exceed the amount paid by you for the portion of the Services that gave rise to the claim. ENPOWERED SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software is to discontinue the use of such Software.
11.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ENPOWERED BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF ENPOWERED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
12. Indemnification
12.1. You agree to indemnify, defend and hold harmless EnPowered, its parents, subsidiaries, affiliates, officers and employees, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (a) your use or misuse of the Services and/or Software, and/or any content obtained, transmitted or processed by you through the Software or Services, (b) any breach of this Agreement by you, or (c) your violation of any third-party rights or any applicable laws.
13. Termination
13.1. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party. Additionally, EnPowered may terminate this Agreement and/or immediately cease to provide the Services without any liability whatsoever if EnPowered is prevented from providing any portion or all of any Services due to the acts or omissions of you or any third party, or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require EnPowered to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order. Upon any termination of this Agreement for any reason (whether by you or by EnPowered), you must cease all use of the Services and Software.
13.2. Without limiting other remedies, EnPowered may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) EnPowered is unable to verify or authenticate any information you provide; or (c) EnPowered believes that your actions may cause financial loss or legal liability for you, other users or EnPowered.
13.3. EnPowered reserves the right to investigate suspected violations of this Agreement. You hereby authorize EnPowered to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce the terms and conditions of this Agreement.
13.4. The above-described actions are not EnPowered’s exclusive remedies and EnPowered may take any other legal, equitable or technical action it deems appropriate in the circumstances. EnPowered will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.
13.5. Termination of this Agreement for any reason shall not affect your payment obligation for any fees accruing hereunder or payments owing prior to the date of termination. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.
13.6. Upon termination of this Agreement for any reason, EnPowered will return all copies of your confidential information in its possession to you, or provide you with signed, written confirmation that all copies of such confidential information in its possession have been securely destroyed and/or permanently deleted. Where EnPowered is required by law to retain an archival copy of such information, EnPowered may do so, provided that all such information shall continue to be subject to the obligations of confidentiality contained herein as well as EnPowered’s Privacy Policy, as applicable.
14. GENERAL
14.1. Independent Contractors: Each party shall perform its obligations hereunder as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the parties.
14.2. Notices: Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or EnPowered at their respective addresses or as otherwise advised in writing.
14.3. No Waiver: No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. Any waiver by a party of a particular breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
14.4. Assignment: Except as expressly permitted herein, you shall not assign or purport to assign this Agreement or any of your rights or obligations under this Agreement without first obtaining EnPowered’s prior written consent, which shall not be unreasonably withheld. This Agreement shall be binding upon the parties hereto and their respective lawful successors and permitted assigns.
14.5. Severability: If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein.
14.6. Governing Law: This Agreement shall be governed by and construed under the laws of the State of Delaware, U.S.A. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles shall not apply.
14.7. Entire Agreement/Modification: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties.
14.8. Counterparts: This Agreement may be executed in counterparts, or facsimile counterparts, each of which when executed by either of the parties shall be deemed to be an original and such counterparts shall together constitute one and the same Agreement.
14.9. English Language. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
14.10. Publicity. EnPowered reserves the right to make announcements, press releases, publications, presentations and other public statements that reference your identity as a customer, without your prior written approval, provided that EnPowered does not disclose your confidential information in the course of such publicity or misrepresent your relationship with EnPowered.