IMPORTANT — READ CAREFULLY. Your use of and access to the Offerings (as defined below) provided by Empwr.ai, Inc. and its subsidiaries (“Empwr.ai,” “we,” “us,” or “our”) is conditioned on your compliance with and acceptance of these Terms and Conditions (the “Terms”), which include your agreement to arbitrate Claims. Please review these Terms thoroughly before accepting.
These Terms constitute a contract between you and Empwr.ai and govern use of and access to the Offerings by you, your Users, and your End Users, whether in connection with a paid subscription or a free trial.
By accepting these Terms, or by accessing or using any of the Offerings, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization, or another legal entity (an “Entity”), you represent that you have the authority to bind that Entity, in which case “Subscriber,” “you,” and “your” refer to that Entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Offerings.
This Master Subscription Agreement (the “Agreement”) is entered into between Empwr.ai, Inc., a Delaware corporation with its principal office at 240 2nd Ave S, Suite 300, Seattle, WA 98104 (“Empwr.ai”), and Subscriber.
1. OFFERINGS COVERED BY THESE TERMS
These Terms apply to each of the Empwr.ai offerings listed below (collectively, the “Offerings”):
The Application, the Platform Apps, the MCP Server, and the API are together referred to as the “Service.” Certain features of the Offerings may be subject to additional terms presented at the time of use, which supplement these Terms.
2. GENERAL CONDITIONS; ACCESS TO THE SERVICE
2.1 Access and Services Use. Empwr.ai grants Subscriber a non-exclusive, non-transferable right to access and use the Service during the Subscription Term, subject to these Terms and the applicable Order Form. Empwr.ai will provide the Service in accordance with these Terms, the applicable Order Form, and the Documentation.
2.2 Account. Subscriber must have an Account to use the Service and is responsible for the information it provides to create the Account, the security of its passwords and credentials, and any use of its Account. Each User will be identified by a unique username and password (“User Login”), and a User Login may only be used by one individual. Subscriber and its Users will not share a User Login among multiple individuals.
2.3 Requirements for Use. Subscriber must have a high-speed Internet connection to use the Service. Subscriber is responsible for procuring, maintaining, and monitoring the network connections that connect Subscriber’s systems to the Service.
3. PAYMENT TERMS; PLAN MODIFICATIONS; TAXES
3.1 Payments; Delinquent Payments; Suspension. Unless otherwise indicated on an Order Form referencing these Terms, all Subscription Charges are due in full upon commencement of the Subscription Term. If Subscriber fails to pay any amount due within fifteen (15) days after written notice that payment is delinquent, Empwr.ai may suspend access to the Service in addition to any other remedies available under these Terms or at law.
3.2 Subscription Upgrade. If Subscriber upgrades its Service Plan or increases the number of Users or usage tier during a Subscription Term, any incremental Subscription Charges will be prorated over the remaining period of the then-current Subscription Term and due and payable on the effective date of the updated Order Form.
3.3 Subscription Downgrade. Subscriber will receive no refunds or credits for Subscription Charges on downgrade. Downgrading may cause loss of content, features, or capacity, and Empwr.ai accepts no liability for such loss.
3.4 Invoicing and Credit Card Payments. Empwr.ai issues invoices or charges payment cards in accordance with the billing mechanism specified on the Order Form. Empwr.ai uses a third-party payment processor that is not permitted to use Subscriber’s billing information except to process payments for Empwr.ai.
3.5 Taxes. Subscriber is responsible for any Taxes and will pay Empwr.ai for the Service without any reduction for Taxes. If Empwr.ai is obligated to collect or pay any Taxes, the Taxes will be invoiced to Subscriber and Subscriber will pay such Taxes to Empwr.ai.
4. SUBSCRIBER’S OBLIGATIONS
4.1 Compliance. Subscriber will (a) ensure that Subscriber and its End Users’ use of the Offerings complies with these Terms, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of or access to the Offerings, (c) promptly notify Empwr.ai of any unauthorized use of or access to the Offerings, Account, passwords, or MCP or API credentials of which Subscriber becomes aware, and (d) comply with all applicable laws and regulations.
4.2 Privacy. Subscriber is responsible for all consents and notices required to permit (a) Subscriber’s and its End Users’ use and receipt of the Offerings, and (b) Empwr.ai’s accessing, storing, and processing of data provided by Subscriber, including through authorized integrations, the Platform Apps, the MCP Server, and the API.
4.3 Restrictions. Subscriber is responsible for compliance with these Terms by Subscriber’s End Users. Subscriber will not:
4.4 Suspension. Empwr.ai may immediately suspend all or part of Subscriber’s use of the Offerings if (a) Empwr.ai reasonably believes suspension is needed to protect the Offerings, our infrastructure, or any other subscriber, (b) there is suspected unauthorized third-party access, (c) Empwr.ai reasonably believes immediate suspension is required to comply with applicable law, or (d) Subscriber is in breach of Section 4.3. Empwr.ai will lift the suspension when the circumstances giving rise to it have been resolved and will, where permitted by law, notify Subscriber of the basis for the suspension as soon as reasonably possible.
5. PLATFORM-SPECIFIC TERMS
5.1 Slack App. The Slack App is a Subscriber-installed application that connects the Service to Subscriber’s Slack workspace. Subscriber is responsible for (a) ensuring that an authorized workspace administrator installs the Slack App and grants the OAuth scopes necessary to operate the features Subscriber has purchased, (b) configuring which channels, users, and conversations the Slack App may access, and (c) notifying its End Users about the data the Slack App processes in accordance with applicable law and Slack’s terms. Subscriber’s use of the Slack App is additionally governed by Slack’s API Terms of Service and, where applicable, Slack’s Data Processing Addendum. Empwr.ai uses Slack data solely to provide the Service and does not use Slack data to train its own or third-party AI models.
5.2 MCP Server. The MCP Server exposes read-only access to Subscriber’s own Service data over the Model Context Protocol. The MCP Server does not accept writes; it responds to queries and tool calls with data that Subscriber is entitled to see within the Application. Subscriber is responsible for (a) provisioning and revoking MCP credentials (OAuth tokens or API keys), (b) authorizing, disabling, and monitoring specific MCP clients (including third-party AI assistants such as Claude, Cursor, and ChatGPT, and any custom clients), (c) applying any scoping or access controls Subscriber deems appropriate, and (d) the actions taken by MCP clients that Subscriber authorizes. Empwr.ai is not responsible for the data-handling practices of MCP clients, which are governed by their providers’ terms and privacy policies. Content passed through the MCP Server is treated as Subscriber Data for all purposes under these Terms.
5.3 API. The API is made available subject to the Documentation and any published rate limits, acceptable-use guidelines, and authentication requirements. Subscriber will (a) secure its API credentials, (b) comply with applicable rate limits, (c) not circumvent technical or contractual restrictions imposed by the API, and (d) use the API only to support Subscriber’s internal business purposes and authorized End User workflows. Empwr.ai may modify the API from time to time and may deprecate endpoints on reasonable notice.
5.4 Third-Party Integrations. The Service integrates with third-party products (including calendar, collaboration, project management, and communications tools). Subscriber is responsible for its agreements with, and compliance with the terms of, those third-party products. Empwr.ai is not responsible for third-party products, and third-party product outages or changes may affect functionality of the Service.
6. UPDATES AND BETA SERVICES
6.1 Updates to the Offerings. Empwr.ai may modify the features and functionality of the Offerings and make commercially reasonable updates to them during the Subscription Term.
6.2 Updates to these Terms and Pricing. Empwr.ai may update these Terms and pricing. Unless otherwise noted, material updates will become effective thirty (30) days after they are posted, provided that pricing updates will not take effect during the then-current Subscription Term unless agreed in writing. Updates that relate to new functionality or that are required to comply with applicable law will be effective immediately.
6.3 Beta Services. From time to time, Empwr.ai may make Beta Services available at no charge. Beta Services are provided for evaluation only, are not supported, may be subject to additional terms presented at the time of access, and may be discontinued at any time. All restrictions, reservations of rights, and Subscriber obligations that apply to the Service apply equally to Beta Services. Empwr.ai has no liability for any harm or damage arising out of a Beta Service.
7. CONFIDENTIALITY; DATA PRIVACY AND SECURITY
7.1 Confidentiality. The recipient will use the disclosing party’s Confidential Information only to exercise its rights and fulfill its obligations under these Terms, and will use reasonable care to protect against disclosure. The recipient may disclose Confidential Information only to its and its Affiliates’ employees, agents, subcontractors, or professional advisors (“Delegates”) who need to know it and are bound by written confidentiality obligations, or in the case of professional advisors are otherwise bound.
7.2 Required Disclosure. The recipient may disclose Confidential Information to the extent required by Legal Process, provided it uses commercially reasonable efforts to (a) promptly notify the disclosing party before disclosure, and (b) comply with the disclosing party’s reasonable requests to oppose the disclosure. The notice and cooperation obligations do not apply where the recipient determines that complying would (i) violate Legal Process, (ii) obstruct a governmental investigation, or (iii) lead to death or serious physical harm.
7.3 Protection of Subscriber Data. Empwr.ai acts as a Data Processor with respect to Subscriber Data and Subscriber Personal Data, and Subscriber acts as the Data Controller. Empwr.ai will process Subscriber Data and Subscriber Personal Data only to provide the Offerings and in accordance with Subscriber’s written instructions. Empwr.ai maintains commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Subscriber Data and Subscriber Personal Data. Processing of Personal Data is further governed by our Data Processing Addendum.
7.4 Subprocessors. Empwr.ai uses third-party subprocessors to help deliver the Offerings, including cloud hosting, storage, AI model providers, analytics, monitoring, and communications vendors. Each subprocessor is bound by confidentiality and data-protection obligations consistent with those in these Terms. The current list of subprocessors is made available in the Data Processing Addendum and our Trust Center.
7.5 Data Deletion and Retention. Audio and video captured during meeting processing are destroyed after transcript generation is complete. Only text-based outputs, such as transcripts, summaries, action items, and derived metadata, are retained. Data exchanged through the MCP Server is logged to the extent necessary to operate and audit the Service; such logs are retained for the period specified in the Data Processing Addendum or applicable Order Form. Upon termination or expiration of the Subscription Term, Empwr.ai will delete or return Subscriber Data as set forth in the Data Processing Addendum or the applicable Order Form.
8. INTELLECTUAL PROPERTY RIGHTS; FEEDBACK
8.1 Intellectual Property Rights. Except as expressly stated in these Terms, no rights, implied or otherwise, to either party’s content, intellectual property, or third-party intellectual property are granted. Subscriber retains all Intellectual Property Rights in its Subscriber Data, and Empwr.ai retains all Intellectual Property Rights in the Offerings.
8.2 Subscriber Feedback. Subscriber may provide feedback or suggestions about the Offerings to Empwr.ai (“Subscriber Feedback”). If Subscriber provides Subscriber Feedback, Empwr.ai may use it without restriction and without obligation to Subscriber.
9. REPRESENTATIONS AND WARRANTIES
9.1 Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into these Terms, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Offerings. Empwr.ai warrants that during the applicable Subscription Term (i) the Service will perform materially in accordance with the Documentation, and (ii) we will not knowingly introduce any Malicious Software (the “Service Warranty”). The sole remedy for any breach of the Service Warranty is described in Section 12.
9.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, EMPWR.AI MAKES NO WARRANTIES AND DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ERROR-FREE OR UNINTERRUPTED USE OF THE OFFERINGS OR ANY SOFTWARE; AND (B) ALL REPRESENTATIONS ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE OFFERINGS, INCLUDING CONTENT RETURNED THROUGH THE MCP SERVER OR THE API OR TRANSMITTED THROUGH THE PLATFORM APPS.
10. LIMITATION OF LIABILITY
10.1 Limitation on Indirect Liability. TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 10.3, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS FOR (A) INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR (B) LOST REVENUES, PROFITS, SAVINGS, OR GOODWILL.
10.2 Limitation on Amount. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS IN CONNECTION WITH THE OFFERINGS IS LIMITED TO THE SUBSCRIPTION FEES PAID BY SUBSCRIBER FOR THE OFFERINGS DURING THE TWELVE (12) MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY.
10.3 Unlimited Liabilities. Nothing in these Terms excludes or limits either party’s Liability for (a) fraud or fraudulent misrepresentation, (b) obligations under Section 11 (Indemnification), (c) infringement of the other party’s Intellectual Property Rights, (d) payment obligations under these Terms, or (e) matters for which liability cannot be excluded or limited under applicable law.
11. INDEMNIFICATION
11.1 By Empwr.ai. Empwr.ai will defend Subscriber and indemnify it against Claims in any Third-Party Proceeding to the extent arising from an allegation that the Offerings, used in accordance with these Terms, infringe a third party’s Intellectual Property Rights.
11.2 By Subscriber. Subscriber will defend Empwr.ai and indemnify it against Claims in any Third-Party Proceeding to the extent arising from (a) Subscriber Data or Subscriber Brand Features, (b) Subscriber’s or its End Users’ use of the Offerings in breach of Section 4.3, or (c) the acts or omissions of any MCP client or third-party integration that Subscriber authorizes.
11.3 Exclusions. Sections 11.1 and 11.2 do not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of these Terms, (b) a combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party, unless the combination is required by these Terms, or (c) in the case of Empwr.ai, any Offerings provided free of charge.
11.4 Conditions. Indemnification is conditioned on the indemnified party (a) promptly notifying the indemnifying party in writing of any allegation, and cooperating reasonably; and (b) tendering sole control of the indemnified portion of the proceeding, provided that the indemnified party may appoint its own non-controlling counsel at its expense, and any settlement requiring the indemnified party to admit liability, pay money, or take or refrain from taking action requires the indemnified party’s prior written consent, not to be unreasonably withheld.
11.5 Remedies. If Empwr.ai reasonably believes the Offerings might infringe a third party’s Intellectual Property Rights, Empwr.ai may, at its option and expense, (i) procure the right for Subscriber to continue using the Offerings, (ii) modify the Offerings to be non-infringing without materially reducing functionality, or (iii) replace the Offerings with a non-infringing alternative that has materially equivalent functionality. If none of these remedies is commercially reasonable, Empwr.ai may suspend or terminate Subscriber’s use of the impacted Offerings.
11.6 Sole Remedy. Without affecting either party’s termination rights and to the extent permitted by law, this Section 11 states the parties’ sole and exclusive remedy under these Terms for any third-party allegations of Intellectual Property Rights infringement.
12. TERM; TERMINATION
12.1 Agreement Term. These Terms begin on the Effective Date and continue for the Subscription Term set forth in the applicable Order Form. Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Subscription Term will automatically renew for successive periods equal in length to the then-expiring Subscription Term. Subscription Charges for any renewal will be at Empwr.ai’s then-current standard pricing for the applicable Service Plan, unless otherwise agreed in the Order Form.
12.2 Termination for Breach. (a) Either party may terminate an Order Form if the other party is in material breach of these Terms and fails to cure the breach within thirty (30) days after written notice. (b) Either party may terminate these Terms immediately on written notice if (i) the other party is in material breach and fails to cure within thirty (30) days after written notice, or (ii) the other party ceases business operations or becomes subject to insolvency proceedings not dismissed within ninety (90) days.
12.3 Termination for Convenience. Subject to any financial commitments in an Order Form, Subscriber may terminate these Terms or any Order Form for convenience on thirty (30) days’ prior written notice. No refunds of prepaid fees will be provided on termination for convenience.
12.4 Termination Due to Violation of Laws. Empwr.ai may terminate these Terms immediately on written notice if Empwr.ai reasonably believes that continued provision of the Offerings would violate applicable law.
12.5 Effect of Termination. On termination of these Terms, all Order Forms terminate. On termination of these Terms or an Order Form, (a) all access to the Offerings will terminate, (b) Subscriber Data will be handled in accordance with Section 7.5 and the Data Processing Addendum, and (c) all fees, payments, or Subscription Charges owed to Empwr.ai will become immediately due. No refunds or credits for Subscription Charges will be provided if these Terms terminate before the end of the applicable Subscription Term.
13. SERVICE LEVEL AGREEMENT; SERVICE CREDITS
Empwr.ai commits to Service availability of 99.9% during any given calendar month during the Subscription Term, subject to planned maintenance, unplanned outages, or other circumstances outside our reasonable control (the “SLA”). If Empwr.ai fails to meet the SLA in any rolling six-month period, Subscriber may request to discuss possible corrective actions no later than thirty (30) days after the applicable failure. If Empwr.ai agrees there was an SLA failure, Empwr.ai may issue a service credit or refund, which will be Subscriber’s exclusive remedy for the SLA failure.
14. AI-SPECIFIC TERMS
14.1 AI Output Disclaimer. THE OFFERINGS USE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES AND MAY PRODUCE INACCURATE, INCOMPLETE, OR UNEXPECTED OUTPUT, INCLUDING OUTPUT RETURNED THROUGH THE APPLICATION, THE SLACK APP, THE MCP SERVER, OR THE API. THE OFFERINGS ARE NOT DESIGNED OR INTENDED TO MEET SUBSCRIBER’S REGULATORY, LEGAL, OR SIMILAR OBLIGATIONS. SUBSCRIBER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY AND APPROPRIATENESS OF ANY AI-GENERATED OUTPUT BEFORE RELYING ON OR DISTRIBUTING IT.
14.2 Human Oversight. The Offerings are designed to augment human decision-making, not replace it. Subscriber acknowledges that AI-generated outputs should be reviewed by qualified personnel before being used as the basis for any safety-critical, engineering-critical, or regulatory decisions. Empwr.ai has no liability for decisions made by Subscriber or its End Users based solely on AI-generated output without appropriate human review.
14.3 Third-Party AI Models. Empwr.ai uses third-party AI model providers to process Subscriber Data in the course of providing the Offerings. Empwr.ai contractually requires that these providers do not use Subscriber Data to train, improve, or develop their general-purpose AI models. Empwr.ai maintains enterprise-grade API agreements with its AI providers that include data-use restrictions and opt-out provisions for model training.
14.4 Continuous Improvement. Empwr.ai may use de-identified, aggregated usage patterns and anonymized metadata, which do not include Subscriber Data or any content from Subscriber’s meetings, Slack messages, integrations, or MCP responses, to improve the Offerings. Empwr.ai will not use identifiable Subscriber Data for product improvement without Subscriber’s prior written consent.
14.5 MCP Clients and Other AI Agents. Subscriber is responsible for the AI agents and applications it authorizes to act on its behalf, including MCP clients that connect to the MCP Server. Empwr.ai has no control over and is not responsible for the outputs, decisions, or data-handling practices of third-party AI agents.
15. EXPORT
Each party will comply with the applicable export and re-export laws and regulations of the United States and other applicable jurisdictions in providing and using the Offerings. Without limiting the foregoing, Subscriber will not make the Offerings available to any person or entity that (a) is located in a country subject to a U.S. government embargo, or (b) is listed on any U.S. government list of prohibited or restricted parties.
16. MISCELLANEOUS
16.1 Notices. Notices to Subscriber must be sent to the Notification Email Address on the Order Form. Notices to Empwr.ai must be sent to legal@empwr.ai. Notices are treated as received when the email is sent. Subscriber is responsible for keeping its Notification Email Address current throughout the Subscription Term.
16.2 Electronic Communications. The parties may use emails to satisfy any written approval or consent requirements under these Terms.
16.3 Assignment. Neither party may assign any part of these Terms without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by these Terms, and (b) the assigning party has notified the other party of the assignment. Any other attempted assignment is void.
16.4 Change of Control. If a party experiences a change of Control other than as part of an internal restructuring or reorganization, that party will give written notice to the other party within thirty (30) days after the change of Control.
16.5 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
16.6 No Agency. These Terms do not create any agency, partnership, or joint venture between the parties.
16.7 No Waiver. Neither party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms.
16.8 Severability. If any part of these Terms is invalid, illegal, or unenforceable, the remainder will remain in effect.
16.9 No Third-Party Beneficiaries. These Terms do not confer any benefits on any third party unless expressly stated.
16.10 Governing Law; Waiver of Jury Trial; Arbitration. These Terms, and any Claims arising out of or relating to these Terms or the Offerings, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Each party waives any right to a jury trial in connection with any action or litigation arising out of or related to these Terms. Any dispute arising under or in connection with these Terms shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration conducted in Seattle, Washington or Wilmington, Delaware at Empwr.ai’s election.
16.11 Amendments. Except as stated in these Terms, no modification, amendment, or waiver of any provision will be effective unless in writing, expressly states that it is amending these Terms, and is signed by both parties.
16.12 Survival. The following Sections survive expiration or termination of these Terms: Section 3 (Payment Terms), Section 7 (Confidentiality; Data Privacy and Security), Section 8 (Intellectual Property Rights; Feedback), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 12.5 (Effect of Termination), Section 14 (AI-Specific Terms), and Section 16 (Miscellaneous).
16.13 Entire Agreement. These Terms, together with all Order Forms and the Data Processing Addendum, set out the entire agreement between the parties and supersede all prior agreements relating to the subject matter.
16.14 Conflicting Terms. In the event of a conflict between an Order Form and these Terms, the Order Form controls with respect to its subject matter. In the event of a conflict between these Terms and the Data Processing Addendum, the Data Processing Addendum controls with respect to data processing matters.
16.15 Headers. Headings used in these Terms are for reference only and have no effect on interpretation.
17. DEFINITIONS
“Account” means all Empwr.ai accounts or instances created by or on behalf of Subscriber within the Offerings.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means direct or indirect ownership or control of more than 50% of the voting interests.
“API” has the meaning given in Section 1.
“Application” has the meaning given in Section 1.
“Beta Services” means any product, service, or functionality clearly designated as beta, pilot, limited release, non-production, early access, evaluation, labs, or a similar description and made available to Subscriber at no additional charge.
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, as secured from time to time.
“Claim” means a claim, demand, lawsuit, or other legal proceeding brought against a party.
“Confidential Information” means information one party discloses to the other in connection with these Terms that is marked as confidential or would reasonably be considered confidential. It does not include information that is independently developed by the recipient, rightfully received from a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subscriber Data is Subscriber’s Confidential Information.
“Data Controller and Data Processor” have the meanings given by applicable privacy law or, absent such meaning, by the EU GDPR.
“Data Processing Addendum” means the data processing addendum entered into between Empwr.ai and Subscriber that governs the processing of Personal Data in connection with the Offerings.
“Documentation” means the written or electronic documentation, images, video, text, or sounds describing the Offerings or Service Plans provided or made available by Empwr.ai.
“Effective Date” means the date of the last party’s signature on the Order Form or, for online acceptance, the date of acceptance.
“End User” means an individual authorized by Subscriber to use or receive the Offerings, including employees of Subscriber and other authorized third parties.
“Export Control Laws” means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (ITAR) maintained by the U.S. Department of State.
“Intellectual Property Rights” means all patent rights, copyrights, trademark rights, trade secret rights, design rights, database rights, domain name rights, moral rights, and any other intellectual property rights, registered or unregistered, throughout the world.
“Legal Process” means an information disclosure made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
“Malicious Software” means viruses, malware, Trojan horses, time bombs, or similar harmful code.
“MCP Server” has the meaning given in Section 1.
“Model Context Protocol” means the open Model Context Protocol specification (or any successor specification) used by MCP clients and servers to exchange structured data.
“Notification Email Address” means the email provided by Subscriber for notification by Empwr.ai.
“Offerings” has the meaning given in Section 1.
“Order Form” means any order form or similar document executed by the parties that references these Terms and specifies the Offerings, Service Plan, number of Users or usage tier, Subscription Term, Subscription Charges, and any other commercial terms.
“Platform Apps” has the meaning given in Section 1.
“Process” has the meaning given by applicable privacy law or, absent such meaning, by the EU GDPR.
“Service” means the Application, the Platform Apps, the MCP Server, and the API, together with the Software, any Updates, and any Documentation.
“Service Plan” means the subscription services agreed to by the parties on an Order Form.
“Service Warranty” has the meaning given in Section 9.1.
“Slack App” has the meaning given in Section 1.
“Subscriber Data” means data provided to Empwr.ai by Subscriber or its End Users through the Offerings under the Account, data received from authorized integrations and the Platform Apps, data exchanged through the MCP Server or the API at Subscriber’s instruction, and data that Subscriber or its End Users derive from that data through use of the Offerings.
“Subscriber Feedback” has the meaning given in Section 8.2.
“Subscriber Personal Data” means the Personal Data contained within Subscriber Data, including any special categories of Personal Data or sensitive data defined under applicable privacy law.
“Subscription Charges” has the meaning given in Section 3.1.
“Subscription Term” means the period during which Subscriber is entitled to use the Offerings, as set forth in the applicable Order Form.
“Subscription Upgrade and Subscription Downgrade” have the meanings given in Sections 3.2 and 3.3, respectively.
“Taxes” means all government-imposed taxes, except for taxes based on Empwr.ai’s net income, net worth, asset value, property value, or employment.
“Third-Party Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal, including any appellate proceeding.
“User” means an authorized user of the Account and Offerings through a User Login.
“User Login” has the meaning given in Section 2.2.
“Websites” has the meaning given in Section 1.