Terms and Conditions
Thank you for using Empeon, Our mission is to create a intuitive, unified application to manage employee HR and Payroll needs, accessible via the internet while keeping your data safe. These terms of service (“Terms”) cover your use and access to our services, software, portals and websites (“Services”). By accessing and/or using our site/portal, you, and to the extent applicable, the entity on behalf of which you are using the Site (“you”, “your”, or “(s)”), indicate your acceptance of these terms and conditions. We may update these terms and conditions from time to time, and your continued use of the Site after we post any changes constitutes your acceptance of such changes.
Access to and use of the Services shall be governed by and construed in accordance with the laws of the state of New York and jurisdiction and venue for any action regarding this Terms or for breach of it shall be in New York. The prevailing Party in any such action shall be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing Party.
Proprietary Protection and Restrictions
EMPEON shall have sole and exclusive ownership of all rights, title, and interest in Empeon Software and SaaS Services and all modifications and enhancements thereof (including ownership of all IP rights thereto). User may use only the Empeon Services provided by EMPEON for its own employees and not to provide service bureau, data processing, time sharing services or to otherwise provide payroll or human resource record keeping for third parties.
To the extent any third party software is offered herein, User agrees it shall only use such software in conjunction with Empeon Services. While Empeon makes every effort to insure the accuracy of all information on the Services, Empeon makes no warranty either written or implied as to the accuracy of any such third party information. User acknowledges that it may not engage in, cause, aid or allow, reverse engineering, disassembly, translation, adaption or recompilation of Empeon Software, Services, and any third party software and it shall not attempt to obtain or create the source code from the object code of any provided software under the Terms, unless explicitly permitted by applicable and mandatory law.
User acknowledges it will not use any provided software for any illegal purpose or act and agrees to comply with all applicable laws, rules, and regulations affecting its business.
EMPEON will defend, indemnify and hold harmless User from any IP or similar claim if you notify us in writing immediately upon notice of such claim and cooperates fully in defense of such claim. EMPEON shall have full and exclusive control of such defense and settlement therein. Ownership and Use of EMPEON Intellectual Property during the term herein, as a result of EMPEON’s efforts herein, EMPEON may generate ideas, inventions, suggestions, copyrightable materials or other data (“EMPEON IP”). EMPEON shall have title to such IP. To the extent such IP is incorporated into work product to be produced by EMPEON and delivered to User herein, EMPEON grants and User hereby accepts a royalty-free, non-exclusive license to use all such EMPEON IP as incorporated into the EMPEON work product.
Information and documents provided on the Services are provided “as is” without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. Empeon uses reasonable efforts to include accurate and up-to-date information on the Services; it does not, however, make any warranties or representations as to its accuracy or completeness. Empeon periodically adds, changes, improves, or updates the information and documents on the Services without notice. Empeon assumes no liability or responsibility for any errors or omissions in the content of the Services. Your use of the Services is at your own risk.
Except as otherwise permitted herein, EMPEON and User will not knowingly disclose to any third party, or make use of any Confidential Information during term herein and in perpetuity. For this Terms, “Confidential Information” will mean non-public data of a Party herein, such as, User Data. Further, Parties agree to not, at any time, during or at any time after the term herein, in any fashion or manner, either directly or indirectly, disclose or communicate to any person, or entity in any manner whatever data of any kind, nature or description concerning any matters relating to each other’s business, including, this Terms, names of employees, User companies, its manner of operation, the nature, or descriptions of, its plans, processes or data of any other kind. This Terms shall not be deemed to prevent the disclosures required by applicable law or a binding regulation, rule or order of a court, governmental or regulatory body having competent authority, or disclosures to the parties’ professionals. This does not apply to public information at time of disclosure, or becomes publicly available without breach herein, or which is known to Parties receiving it at time of disclosure, or received from a third party who has not breached any agreement, or is disclosed by Party claiming confidentiality to third parties on a non-restricted basis. EMPEON reserves the right to have User Data accessed by EMPEON’s subprocessors and employees, some may be outside North America for sole purpose of performing or upgrading services for the User.
User agrees EMPEON may use subprocessors to fulfill its contractual duties herein. User authorizes engagement of any subprocessors. User generally authorizes the engagement as subprocessors of any other third parties engaged by EMPEON for such. The foregoing authorizations will constitute User’s prior written consent to the subcontracting by EMPEON of the processing of User Data if such consent is required under applicable law.
User may object, on reasonable data protection grounds, to any new sub-processor by providing notice of such objection to EMPEON within 10 days of User’s receipt of notification of addition of new subprocessor. If EMPEON, in its sole discretion, cannot forego utilization of any objected to subprocessor for processing of User Data or otherwise cannot reasonably correct or remedy User’s objection within 30 days of EMPEON’s receipt of such objection from User, User may terminate impacted services upon written notice to EMPEON. This right is User’s sole and exclusive remedy if User objects to any new sub-processor.
When engaging any sub-processor EMPEON will enter into a written agreement with them which will require sub-processor to (i) have appropriate measures to meet data protection laws, (ii) be bound to confidentiality at least as restrictive as herein, and (iii) EMPEON will remain liable for the performance of processing of User Data and compliance with applicable data laws.
EMPEON, the E logo and related name, logos, product and service names, designs, and slogans (collectively, “Brand Assets”) are marks of EMPEON or its affiliates or licensors. You must not use the Brand Assets without the prior written permission of EMPEON
General Restrictions on Use
• Modify copies of any materials from the Services.
• Use any illustrations, photographs, video or audio sequences, or any graphics without the written permission of EMPEON other than printing or downloading one copy of pages of the Services for personal use as set forth above.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
• Provide another person or third party with access to any part of the Services in breach of these terms and conditions.
• You must not access or use for any commercial purposes any part of the Services or any services or materials available through the Services, unless permitted via written agreement between you and EMPEON. Upon such agreement, all access and use of the Services must comply with these terms and conditions.
STANDARD OF CARE, LIMITED WARRANTY
UNDER NO CIRCUMSTANCES SHALL EMPEON OR ITS AFFILATES, BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THE SITE, OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF EMPEON WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Data transmitted to and from EMPEON User session is encrypted for protection. However, the security of information transmitted through the Internet can never be guaranteed. EMPEON is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password, ID, or other form of authentication involved in obtaining access to password protected or secure areas of the Site. In order to protect you and your data, EMPEON may suspend your use of a Services, without notice, pending an investigation, if any breach of security is suspected.
User Data and Transmission
As part of EMPEON’s services, we may send you certain messages via SMS. These messages are sent for security purposes (such as dual factor authentication or resetting your password) or related to one of our service offerings.
Notices will be effective when received in writing at the following addresses:
ADS Processing LLC
400 Rella BLVD Suite 214
Montebello, NY 10901
Attn: General Counsel