This is important: This User Agreement ( “Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Empowaa (Pty) Ltd.
You understand that by using the Empowaa Site or Site Services (which generally means using in any way our work marketplace Empowaa.com or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Empowaa’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein
If you want to use our work marketplace or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions. If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit Empowaa.com, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.
1.1 REGISTRATION
You must register for an account to have full access to our Services, and your registration is subject to our approval. You must register for an account with us (“Account”) to access and use certain portions of our Services. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”. Your Account registration is subject to approval by Empowaa. We reserve the right to decline a registration either to join Empowaa or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
1.2 ACCOUNT ELIGIBILITY
You promise to use our Services for business purposes only. You also promise that you are eligible to enter into this Agreement, including because you are 18 years or older. Empowaa offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Freelancer Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.
1.3 ACCOUNT PROFILE
You must provide accurate personal information when you sign up and you must update your account if your personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete.
To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.
1.4 ACCOUNT PERMISSIONS
You are responsible for all activity on your Account. You may provide other Users permissions to act on your Account only as described in Section 1.3 and you agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for what the User does and does not do, including with respect to making payments and entering into Service Contracts and the Terms of Service. If any User granted permissions under your Account violates the Terms of Service, it may affect your ability to use our Services. When an Account is closed, Empowaa may close any related Accounts as well.
1.5 IDENTITY AND LOCATION VERIFICATION
You will allow us to verify your identity, location, and business affiliations from time to time. When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Empowaa. You authorize Empowaa, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.
1.6 USERNAMES AND PASSWORDS
You will keep your username and password secret and will not share them, and you will not use anyone else’s username and password. Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. See Section 1.5 Account Permissions for information on allowing another registered User to act on your behalf in your Account.
What we do and do not do when providing our Services and some of your responsibilities when using our Services. The Empowaa Site is a work marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Empowaa provides the Services to Users, including hosting and maintaining the Empowaa Site, facilitating the formation of Service Contracts and Direct Contracts, and assisting Users in resolving disputes which may arise in connection with those contracts. When a User enters a Service Contract, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Service Contract.
2.1 RELATIONSHIP WITH EMPOWAA
We offer a work marketplace: an online platform for Users to find and connect with each other. We are not involved directly in your negotiations or the delivery of Freelancer Services and are not a party to any agreements you may make with other Users. You are solely responsible for your content published to Empowaa and for your agreements with other Users, including vetting each other and performance under the agreements. Empowaa offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Freelancer Services, and make and receive payments through . Empowaa neither performs nor employs individuals to perform Freelancer Services. You acknowledge and agree that Empowaa does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract or Direct Contract and agree that: (a) Empowaa is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) Empowaa is not responsible for the offering, performance, or procurement of Freelancer Services, (c) Empowaa does not make any representations about or guarantee any particular User’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between Empowaa and any User offering services. While Empowaa may provide certain badges on Freelancer or Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Freelancer or Client to complete a Service Contract.
You further acknowledge and agree that Users, and not Empowaa, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or Freelancer; (b) assessing whether to enter into a Service Contract or Direct Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Service Contract or Direct Contract on Empowaa as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service and Direct Contracts between Users are directly between the Users and Empowaa is not a party to those contracts. If you are an Agency or Agency Member, you expressly acknowledge and agree that, in addition to the provisions above, the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency. Nothing in this Agreement is intended to or does prohibit or discourage any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions
2.2 TAXES AND BENEFITS
Freelancers are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations. Freelancer acknowledges and agrees that Freelancer is solely responsible for: (a) all tax liability associated with payments received from Freelancer’s Clients and through Empowaa, and that Empowaa will not withhold any taxes from payments to Freelancer unless required to under applicable law; (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that Freelancer is not covered by or eligible for any insurance from Empowaa; (c) determining and fulfilling Freelancer’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the United States, determining if Empowaa is required by applicable law to withhold any amount of the Freelancer Fees and notifying Empowaa of any such requirement and indemnifying Empowaa for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Empowaa, Freelancer agrees to promptly cooperate with Empowaa and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Empowaa.
2.3 MARKETPLACE FEEDBACK AND USER CONTENT
Users publish and ask Empowaa to publish information and feedback on the Site. We are not responsible for that content, and your publication or use of it is at your own risk. You acknowledge and agree that Users publish and request Empowaa to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Freelancers or Clients voluntarily submit to Empowaa and does not constitute an introduction, endorsement, or recommendation by Empowaa. You agree that Empowaa is not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site Services. You acknowledge and agree that User feedback benefits the marketplace and its Users, and you specifically request and agree that Empowaa may make available to other Users individual and composite feedback about Users, including you. You acknowledge and agree that any feedback results for you, including your Job Success Score and other User Content highlighted by Empowaa on the Site or otherwise (“Composite Information”), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. Empowaa is not responsible for monitoring, influencing, contributing to or censoring these opinions. You agree to notify Empowaa of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that Empowaa may rely on the accuracy of such information if you do not. Empowaa provides its feedback system as a means for Users to share their working experiences with and opinions of other Users publicly, and you acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Empowaa generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. Empowaa reserves the right (but is under no obligation) to remove posted feedback or information that Empowaa determines violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Empowaa.
This section discusses the relationships you may decide to enter into with another User, including contracts to buy or sell Freelancer Services with another User.
3.1 SERVICE CONTRACTS AND DIRECT CONTRACTS
Users, not Empowaa, are responsible for deciding whether to enter into agreements with other Users and for determining what the terms of those agreements will be. As provided in Section 2.1 above, if a Client and a Freelancer decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the Freelancer; Empowaa is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment or any service relationship between Empowaa and any User. With respect to any Service Contract, Clients and Freelancers may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand Empowaa’s rights and obligations under the Terms of Service, including this Agreement and the applicable Instructions.
The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements. The parties to a Service Contract expressly agree that the Optional Service Contract Terms will and do apply to their contract to the extent that they have not agreed to other terms or agreements that conflict with the Optional Service Contract Terms. Users are solely responsible for deciding whether to use the Optional Service Contract Terms, and Empowaa does not assume any responsibility for any consequence of using the Optional Service Contract Terms, which are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. You should seek legal advice from a licensed attorney for your particular needs.
3.2 DISPUTES AMONG USERS
You agree to try to resolve your disputes with other Users by following the dispute resolution process in the Instructions that apply to your contract. For disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution process that is explained in the Instructions that apply to your particular Service Contract or Direct Contract. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Empowaa will not and is not obligated to provide any further dispute resolution assistance. If Freelancer or Client seeks an order from an arbitrator or court that might direct Empowaa, Empowaa , or our Affiliates to take or refrain from taking any action with respect to an Account, that party will (a) give us at least five (5) business days’ prior notice of the hearing on the order; (b) include in any such order a provision that, as a precondition to any obligation affecting Empowaa or Empowaa , we be paid in full for any amounts to which we would otherwise be entitled; and (c) include in any such order a provision that, as a precondition to any obligation affecting Empowaa or Empowaa , Empowaa be paid for the reasonable value of the services the order obligates us to undertake
3.3 CONFIDENTIAL INFORMATION
Users can agree to their own confidentiality terms. If they do not, these terms apply. Users agree to keep other Users’ confidential information a secret.
Users determine whether a Freelancer is an employee or independent contractor and agree to use Empowaa Payroll for employment relationships.
4.1 WORKER CLASSIFICATION
Clients, not Empowaa, are responsible for deciding whether to engage Freelancers as employees or independent contractors. Client is solely responsible for and assumes all liability for determining whether Freelancers should be engaged as independent contractors or employees and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging Freelancers complies with applicable laws, regulations, and rules. Empowaa is not responsible for worker classification as between Client and Freelancer, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Empowaa and a User..
Prior to entering into a Service Contract, you agree to communicate with other Users exclusively through Empowaa. The provisions of this Section 7.2 apply to any interaction between Users where the Client has a Basic, Plus, or Marketplace Account, and do not apply to any interaction between Users where the Client is an Enterprise Client. For purposes of the Terms of Service, “Enterprise Client” means a Client, including an Enterprise client or an Empowaa Business Client, that has the following “Enterprise” badge displayed on its job post or search tile:
Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use Empowaa as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Empowaa; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.
For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.
You agree to make and keep all required records. You are solely responsible for creation, storage, and backup of your business records. You agree that Empowaa has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.
We are not responsible for the quality, safety, or reliability of our Services. Empowaa and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Empowaa and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
Any liability we may have to you is limited. Empowaa is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
You agree not to hold us responsible for any dispute you may have with another User. In recognition of the fact that Empowaa is not a party to any contract between Users, you hereby release Empowaa, Empowaa , our other Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Instructions.
If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as described below. You will indemnify, defend, and hold harmless Empowaa, Empowaa , our other Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability" means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
This section discusses when and how long this Agreement will last, when and how either you or Empowaa can end this Agreement, and what happens if either of us ends the Agreement.
11.1 TERMINATION
You and Empowaa both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends. Unless both you and Empowaa expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to legalnotices@empowaa.com. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.
You agree that Empowaa is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Empowaa will close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site and your access to the Site has been terminated; (c) Empowaa will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Empowaa for any Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Empowaa’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you
You therefore agree that: if Empowaa decides to temporarily or permanently close your account, Empowaa has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Empowaa will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.
11.2 ACCOUNT DATA ON CLOSURE
Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which Empowaa expressly disclaims liability. Empowaa may retain some or all of your Account information as permitted or required by law and the Privacy Policy.
11.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Empowaa from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.
Please read the following paragraphs carefully because they require you and us to agree to resolve most all disputes between you and us through binding individual arbitration.
12.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
If a dispute arises between you and Empowaa or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively.
you, Empowaa, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Empowaa (including without limitation any claimed employment with Empowaa or one of our Affiliates or successors), the termination of your relationship with Empowaa, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis
Claims that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Provision.
Additional terms of the agreement between you and Empowaa, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations.
13.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement. The only exception to this is a Enterprise Agreement or similar agreement for premium services executed by a duly authorized representative of Empowaa (“Premium Agreement”), in which cases these Terms of Service are superseded to the extent stated in such Premium Agreement but otherwise survive; written email or letter communications or verbal agreements cannot constitute a Premium Agreement.
13.3 ASSIGNABILITY
You may not transfer any rights you have under our Terms of Service unless we give you approval These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section. In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to via email to legalnotices@empowaa.com that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If Empowaa does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed. The foregoing does not apply to Enterprise Clients. No other assignments are valid without Empowaa’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.
13.4 SEVERABILITY; INTERPRETATION
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.
13.5 FORCE MAJEURE
When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under this Agreement. The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.
13.6 PREVAILING LANGUAGE AND LOCATION
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in South Africa
13.8 CONSENT TO USE ELECTRONIC RECORDS
Empowaa and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Empowaa and its Affiliates rather than in paper form.