Terms of Service

Last Updated: March 13, 2019

Welcome to MPower (MPower Promo Inc and referenced here as “MPower”, “we,” “us,” “our”). We’re happy you’re here and learning more about our business and our terms of use (the “Terms”). We help our customers care for the property they manage or keep track of their homes and have built proprietary tools and software for this purpose. We care deeply about your privacy and the privacy of your clients and we will protect both.

Our Service is offered to you conditioned upon your acceptance without modification of all the terms, conditions, and notices set forth below and the terms of our Privacy Policy (collectively, the “Agreement”). By accessing or using the Service, you agree to be bound by, and use this Service in accordance with, the Agreement. Please read the Agreement carefully. If you do not accept all of these terms and conditions, please do not use our Service. You may not amend this Agreement. Be sure to return to this page periodically to review the most current version of the Agreement. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Agreement without prior notice, and your continued access or use of this website or our Service signifies your acceptance of the updated or modified Agreement

Description of Service

The MPower helps customers (“Users” or “you”) through our website (app.mpowerpromo.com, “Website”) our app and associated services (collectively, the “Service”) care for the property they manage, with better property condition reports, inventory, inspections, maintenance, home automation and remote home control, task management, community or group broadcasting and communications, billing, vendor coordination, and associated services. Our Service enables you to schedule, track and coordinate with your staff, service partners, property owners and other end users (“End User Customers”) and communicate with End User Customers about specific reports, tasks and additional services.

Use of the Website

As a condition of your use of this Service, you warrant to MPower that you are at least 18 years of age and legally competent to agree to these Terms and form a binding contract and that you will only use this Service for legitimate, lawful purposes for you or for another person for whom you are legally authorized to act. If you have a MPower account, you will safeguard your account information, keep it confidential and will supervise and be completely responsible for any use of your account by anyone other than you. We retain the right at our sole discretion to deny access to anyone to this Service, at any time and for any reason, including, but not limited to, for violation of this Agreement. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

Trial or “Demo” Use of the Website/Service

If you have registered for a trial use of the Service, you may access the Service for the duration specified on the website for no charge. The Service is provided AS IS, with no warranty during this time period. All customer data may be deleted after the trial period, unless the customer converts its account to a paid Service. At the written request of a customer, MPower will remove any and all Customer Data and provide Customer with written certification of removal of all such Customer Data within thirty (30) days of written request from Customer.

Ownership, Copyright and Trademark Notices

The Service and the Website, and all text, images, marks, logos and other content contained herein, including, without limitation, the “look and feel” of the Service (e.g., text, graphics, images, logos and compilation of the same), and all designs, text, graphics, pictures, information, data, software, other files, and the selection and arrangement thereof (collectively, the “Content”) is the proprietary property of MPower or its licensors and are protected by U.S. and international intellectual property, copyright, trademark and other laws. You acknowledge and agree that MPower and/or its licensors own all right, title and interest in and to the Services and their content (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. All contents of this Service are: © 2019 MPower Promo, inc. All rights reserved.

MPower is not responsible for content on websites operated by parties other than MPower. MPower and the MPower logo and all other product or service names or slogans displayed on the Service are registered and/or common law trademarks of MPower and/or its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of MPower or the applicable trademark holder. In addition, the look and feel of the Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of MPower and may not be copied, imitated or used, in whole or in part, without the prior written permission of MPower. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by MPower.

You may not modify or otherwise make derivative uses of the Service or any portion thereof. You may not reproduce, prepare derivative works from, distribute or display the Service or any site content (except for page caching), except as provided herein. Except as expressly permitted above, any use of any portion of the Website or site content without the prior written permission of MPower is strictly prohibited. Unless explicitly stated herein, nothing in this Agreement may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

MPower Content

The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “MPower Content,”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any MPower Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any MPower Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

You may download or copy the MPower Content (and other items displayed on the Website or Services for download) for personal non-commercial use only (unless provided for otherwise in supplemental terms), provided that you maintain all copyright and other notices contained in such MPower Content. You shall not store any significant portion of any MPower Content in any form. Copying or storing of any MPower Content other than personal, noncommercial use is expressly prohibited without prior written permission from MPower or from the copyright holder identified in such MPower Content’s copyright notice. If you link to the Website, MPower may revoke your right to so link at any time, at the Company’s sole discretion.

Your Content

In the course of using the Service, you may provide information which may be used by MPower in connection with the Service. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to MPower or in connection with the Service (collectively, “Your Content”), MPower hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with MPower’s provision of the Services. For clarity, the foregoing license grant to MPower does not affect your ownership of or right to grant additional licenses to the material in Your Content.

You also acknowledge and agree that MPower may use Your Content internally for improving the Service, and on an anonymized and aggregate basis for the purposes of improving the Service.

Your Warranty

If you provide any personally identifiable information, including personally identifiable information relating to your End User Customers, to MPower, you represent and warrant that (i) you will comply with all applicable laws relating to the collection, use and disclosure of personally identifiable information, (ii) you have posted a privacy policy on each website on which you use the Service, which clearly and conspicuously states that (a) you use third party service providers to provide certain services to you in connection with such website, and (b) you may disclose personally identifiable information to such third party service providers for the sole purpose of the provision of services to you, and (iii) you have made all required notifications and obtained all required consents and authorizations from your website visitors and end user customers relating to the disclosure of personally identifiable information to a third party service provider like MPower.

You also warrant, represent and agree that you will not contribute any content or otherwise use the Service in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of MPower, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. MPower reserves the right to remove any content from the Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if MPower is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

Prohibited Activities

Use of the Service only extends to the uses expressly described herein. The content and information on this Service as well as the infrastructure used to provide such content and information, is proprietary to MPower. You agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Service. Additionally, you agree not to:

(i) use the Service or its contents for any commercial purpose; (ii) make, or use the Service for any speculative, false, or fraudulent activity; (iii) access, monitor, reproduce, upload, republish, distribute, transmit, display, translate, localize, port, modify, create derivative works or copy any content or information of this Service using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (iv) violate the restrictions in any robot exclusion headers on this Service or bypass or circumvent other measures employed to prevent or limit access to this Service; (v) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure, adversely affects the performance of the Website, or infringes on our copyright or the copyright of our suppliers; (vii) “frame”, “mirror” or otherwise incorporate any part of this Service into any other website without our prior written authorization; (viii) use the Service to cause nuisance, annoyance or inconvenience; (ix) impair the proper operation of the Service’s network; (x) try to harm the Service in any way whatsoever; (xi) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the Service in any unauthorized manner, including but not limited to by trespass or burdening network capacity, or use the Service in any service bureau arrangement; and (xii) you will not permit any third party to engage in any of the acts described in clauses (i) through (xi).

You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Service. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Service.

You acknowledge that all MPower Content and Your Content (together, “Content”) accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will MPower be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Service, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Service. You, not MPower, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You acknowledge and agree that your indemnity obligation herein also applies to any third party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your end user customers) on your website.

Warranty and Disclaimer

You acknowledge that MPower has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; what actions you may take as a result of this; or services provided by third parties with which MPower has integrated, regardless of whether this is presented to the End User as a continuation of MPower’s Service. You release MPower from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. MPower makes no representations concerning any content contained in or accessed through the Service, and MPower will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service. MPower makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Service. THE SERVICE CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MPower OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ALTHOUGH MPower TAKES REASONABLE PRECAUTIONS TO SECURE THE SERVICE, MPower DOES NOT GUARANTEE THAT THE SERVICES CANNOT BE HACKED.

Privacy Policy

Please review MPower’s current Privacy Policy, which is hereby incorporated by reference and also governs your use of the Service. Your acceptance of this Agreement constitutes your acceptance and agreement to be bound by MPower’s Privacy Policy.

Registration and Security

As a condition to using some aspects of the Service, you may be required to register with MPower and set a password and user name (“User ID”). You shall provide MPower with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization. MPower reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and those of any End User Customers that you invite to use the Service.

Indemnity

You will indemnify and hold MPower, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, or other costs and expenses of any kind, including but not limited to, legal and accounting fees) from any claim or demand made by any third party due to or arising out of your access to the Service, use of the Service, your violation of this Agreement or applicable laws, rules or regulations in connection with your or your customers’ use of the Service, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITY

IN NO EVENT SHALL MPower OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICE OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICE DURING THE 6-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND MPower’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Fees and Payment

MPower reserves the right to require payment of fees for certain or all Service. You shall pay all applicable fees, as described in separate License and/or Service Agreements between You and MPower for Service selected by you (the “Service Agreement”). Any fees paid hereunder are non-refundable. MPower is authorized to charge your credit card or debit your bank account each month for an amount equal to Customer’s then current balance in accordance with the then-current information provided to MPower.

Taxes

“Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You agree to bear and be responsible for all such Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, MPower receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, MPower shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, “VAT”) chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to MPower your VAT identification number(s) attributed by (i) the country where you have established your business, and/or (ii) any other country where you have established a fixed establishment, to which the Service under this Agreement are provided. MPower shall consider the Service under this Agreement to be for your business use and provided to the location(s) of you in accordance with the provided VAT identification number(s). You shall comply with all applicable tax laws and regulations, and you shall provide MPower all necessary assistance to facilitate the recovery or refund of any VAT paid by MPower in relation to the Service to the respective government or authority. You hereby agree to indemnify MPower for any Taxes and related costs paid or payable by MPower attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse MPower for all costs and damages related to any liability incurred by MPower as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.

Third Party Websites

The Service may contain links to and/or integrations with third party websites or services (“Third Party Websites”) that are not owned or controlled by MPower. When you access Third Party Websites, you do so at your own risk.

Termination

This Agreement shall remain in full force and effect while you use the Service and in accordance with the terms of any Service Agreement between you and MPower. MPower may terminate or suspend your access to the Service or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. MPower may also terminate or suspend any and all Service and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement or separate agreements between you and MPower. Upon termination of your account, your right to use the Service, access the Website, and any Content will immediately cease. Upon Termination by either us or you, you must pay all unpaid fees owed to MPower. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

MPower may immediately suspend any account or the Service and remove applicable Customer Data if it in good faith believes that, as part of using the Services, Customer or any account may have violated the law or this agreement. MPower may try to contact Customer in advance, but it is not required to do so.

Claims of Copyright Infringement

If you believe that materials hosted by us infringe your copyright or those of someone else, please contact us at info@mpowerpromo.com.

Miscellaneous

This Website is operated by a U.S. entity and this Agreement is governed by the laws of the State of Utah. Your use of the Service may also be subject to other local, state, national, or international laws. You hereby consent to the exclusive jurisdiction and venue of courts in Summit County, Utah, USA, in all disputes arising out of or relating to the use of this Website. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.

You agree that no joint venture, partnership, or employment relationship exists between you and MPower as a result of this Agreement or use of this Website.

Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Website or information provided to or gathered by us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of this Service within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and this Agreement shall continue in effect.

This Agreement (and any other terms and conditions referenced herein) and any separate Service Agreement signed between you and MPower, constitutes the entire agreement between you and MPower with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you the User and MPower with respect to this Service. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Contact Us

You may contact us regarding the Service or these Terms by email to: info@mpowerpromo.com.

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