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Empath Terms of Service

Version 2026-08. Last updated 2026-08-07.

Part A is the General Terms, which apply to every Empath product. Part B is the Empath Grow terms, which apply if your Order includes Empath Grow or Empath otherwise provisions it for you. The Minimum End Customer Terms are a separate exhibit, not part of this page, because they are the terms a partner imposes on its own customer.

How acceptance works (one checkbox)

By checking the single acceptance box at checkout, electronically signing, or otherwise completing an Order after being shown these Terms, you accept these Terms of Service in full. That means the General Terms in Part A, the Referenced Policies, and the Catalog Terms for any Third-Party Catalog (defined in Section B1) on your Order. If your Order includes Empath Grow, it also means the Empath Grow terms in Part B. You accept each document at the version identified in your Order. One box binds all of them. You do not sign a separate document for each part.

This acceptance includes the recurring billing, automatic renewal, binding subscription term, cancellation, and pricing terms in Sections A5 and A6 and in the applicable Order. If you have existing Orders under prior Empath terms, accepting also updates the terms governing those Orders as described in Section A11.14. If you do not agree, do not use the Services.

How this page is organized

The Privacy Policy and, for Empath Grow, the Minimum End Customer Terms are separate documents.

Contents:

Part A: General Terms

These General Terms, together with the Product Schedules, Supplemental Terms, Orders, and Referenced Policies described in Section A0, form a binding agreement (the "Agreement") between Empath Cyber, Inc., a Florida corporation with a place of business at 4406 W Linebaugh Ave Ste 207, Tampa, FL 33624-5304, United States ("Empath", "we", or "us"), and the partner identified in an Order ("Partner" or "you").

If you are accepting for a company or other entity, you represent that you are authorized to bind that entity, and "Partner" refers to that entity. Section A11.12 describes how acceptance works and what records Empath keeps.

A0. Structure of this Agreement and order of precedence

A0.1. Components. The Agreement has five kinds of component:

  • General Terms. This document. Product-neutral terms that apply to every Empath product.
  • Product Schedule. Terms specific to one product (for example, Part B). A schedule grants the license to use its product and states the rules specific to it.
  • Supplemental Terms. Terms for an add-on within a product, chiefly the Catalog Terms for a Third-Party Catalog offered through Empath Grow.
  • Order. An ordering record (a CPQ-generated quote, order summary, checkout page, or online checkout flow) that Partner accepts, identifying the Services, Subscription Term, pricing, seat counts, billing cadence, automatic-renewal terms, and other commercial terms.
  • Referenced Policies. Documents the Agreement points to, such as the Privacy Policy and, for Empath Grow, the Minimum End Customer Terms.

A0.2. Incorporation follows the product. A Product Schedule or Supplemental Terms document is part of the Agreement, and controls for its Services, whenever Empath provisions those Services for Partner, whether or not the Order named it. A Partner that resells Empath Grow is therefore never bound to these General Terms alone with no schedule granting the resale right.

A0.3. Referenced Policies. A Referenced Policy does not grant rights or create obligations except where the Agreement expressly says so. Binding commitments about security safeguards and incident notice live in these General Terms or a Product Schedule, not in a policy that Empath can edit at will.

A0.4. Consistent definitions. A defined term has the same meaning in every component of the Agreement unless a component expressly gives it a different meaning for that component.

A0.5. Order of precedence. Where components conflict, the following order controls, highest first: (1) the Order, but only as to the commercial fields it expressly states (Services, quantities, seat counts, Subscription Term, renewal election, pricing, ramp or phased pricing, and billing cadence); (2) Supplemental Terms (including Catalog Terms); (3) the applicable Product Schedule; (4) these General Terms; (5) the Referenced Policies.

An Order may never vary Catalog Terms, with or without officer approval; the Catalog Terms for a catalog are fixed once Empath sets them. An Order does not vary the confidentiality, intellectual property, warranty, indemnification, limitation-of-liability, or update provisions of the Agreement unless the variation is approved through Empath's officer-approval workflow and countersigned through Empath's e-signature process. Any other term stated in an Order that is not one of the commercial fields listed above, and any term in a Partner purchase order or similar document, is not binding on Empath without that approval.

A0.6. Individual-facing terms sit beside this Agreement. Terms that an individual accepts in their own capacity (for example, the Empath Grow End User Terms, and any future community terms) are governed by their own text, define their own terms, and are not part of the order of precedence above. They share only the Referenced Policies.

A1. Use of the Services

"Services" means the products and online services Empath makes available to Partner under an Order, as described in the applicable Product Schedule.

"Subscription Term" means the period an Order states for a subscription, together with each renewal term that begins under Section A6.1.1 or under a Product Schedule's own renewal mechanics.

"User" means an individual Partner authorizes to access the Services under Partner's account or Partner Tenant.

A1.1. Scope of license. The license to access and use a product, and who may use it, are stated in that product's Product Schedule. Partner is responsible for each User's acts, omissions, and compliance with the Agreement as if they were Partner's own. A Product Schedule may make Partner responsible for other persons and may state how Empath responds to a failure. "Documentation" means the materials Empath makes generally available describing the use or functionality of the Services, in any form. "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means the power to direct the management or affairs of an entity and ownership of more than fifty percent (50%) of its voting interests.

A1.2. Affiliates. A Partner Affiliate may purchase Services directly by entering an Order that references this Agreement. On doing so the Affiliate is bound as if an original party and is also "Partner" for that Order. Unless an Order states otherwise, Partner and its Affiliates that sign Orders are jointly liable for a breach.

A1.3. Partner contacts. Partner will identify a primary and a secondary contact authorized to make decisions on Partner's behalf, on whom Empath may rely.

A1.4. Use and restrictions.

(a) Partner will use the Services only for lawful purposes and in accordance with applicable law, including export laws.

(b) Partner will not use the Services to infringe or violate the intellectual property, privacy, or publicity rights of any person, nor in any manner that (i) interferes with or disrupts the Services; (ii) impairs the privacy, integrity, or security of Empath or other users; (iii) violates any law; or (iv) allows unauthorized access to the Services. Partner will not probe, scan, or test the vulnerability of an Empath system, or breach Empath's security or authentication measures, without Empath's written consent. Empath may suspend under Section A6.6 or terminate under Section A6.4 for a violation of this Section A1.4, and will promptly reinstate once the cause is cured.

(c) Partner will not, and will not permit any third party to, except as a Product Schedule expressly permits: (i) sell, rent, lease, license, distribute, provide access to, or sublicense the Services to a third party, or otherwise make the Services available to a third party (including through a service bureau or outsourcing offering); (ii) use the Services for the benefit of a third party; (iii) reverse engineer or decompile the Services, or seek the source code or non-public APIs, except as applicable law permits and then only on advance written notice to Empath; or (iv) remove or obscure any proprietary notice in the Services.

A2. Partner Data, security, and privacy

A2.1. Partner Data. "Partner Data" means any data uploaded to the Services by or on behalf of Partner, and any data generated within the Services by or about Users in the course of their use of the Services (including course activity, progress, and completion records), excluding Service Data. As between the parties, Partner or its licensors retain all right, title, and interest in Partner Data. Partner grants Empath a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display Partner Data solely to provide the Services, to prevent or address service or technical problems, or as required by law.

A2.2. Uploads. Partner is responsible for uploading Partner Data in the format the Documentation requires. Errors in loading Partner Data may cause it to be rejected, and Empath has no responsibility for the resulting impact on access or use.

A2.3. Integrity. Partner is solely responsible for the accuracy, content, and legality of Partner Data, and represents that it has sufficient rights in Partner Data to grant the rights in Section A2.1 and that Partner Data does not violate the rights of any third party.

A2.4. Credentials. Partner will require Users to keep credentials confidential and not share them. Empath has no liability for actions taken with Partner's credentials, including unauthorized use caused by Partner's failure to keep them confidential. Partner will restrict access by any person no longer authorized.

A2.5. Security. Empath maintains administrative, technical, and physical safeguards designed to protect Partner Data, and will make a summary of those safeguards available to Partner on request. Empath will not materially reduce the protection those safeguards provide during a paid Subscription Term. Empath may change the specific tools and processes it uses to meet that commitment.

A2.6. Reserved. This number is intentionally unused.

A2.7. Privacy. Empath's processing of personal data in Partner Data is described in the Privacy Policy at https://empathmsp.com/privacy. This Section references the Privacy Policy only; it is not incorporated into the Agreement. The Agreement does not include a Data Processing Addendum by default.

A2.8. Security incidents. On confirming a breach of security leading to the unauthorized disclosure of Partner Data, Empath will notify Partner without undue delay and in any event within seventy-two (72) hours, with information sufficient for Partner to meet its own legal deadlines. As between the parties, Partner is responsible for notifying its own personnel, End Customers, and End Users; Empath will notify individuals directly only where law compels it or Partner is unreachable.

A2.9. Deletion of Partner Data. Empath may delete Partner Data at Empath's discretion, either on Partner's written request or at any time more than thirty (30) days after termination or expiration of the applicable Order. Empath does not delete Partner Data automatically and does not commit to a deletion schedule.

A3. Intellectual property

A3.1. Empath Technology. Except for the license granted in the applicable Product Schedule, and open-source components, Empath retains all right, title, and interest in the Services and all modifications, derivative works, inventions, know-how, designs, methods, software, and technology comprising or arising out of the Services (the "Empath Technology"), including all intellectual property rights. Partner has no right to the underlying code, and no rights are granted except as the Agreement expressly provides. Empath may freely use any feedback Partner or any user provides.

A3.2. Empath Content. "Empath Content" means the courses, courseware, lessons, videos, assessments, workbooks, templates, and other training content authored or provided by Empath and made available through the Services, including content provided at no additional charge, and excluding Partner Data, Third-Party Catalogs, and Service Data. Empath Content is licensed, not sold; Empath and its licensors retain all right, title, and interest in it. During the Subscription Term, Users may access and use Empath Content solely within the Services for the internal training of Partner's personnel or, where a Product Schedule permits, an End Customer's personnel. Except for exports and downloads the Services themselves provide, Partner will not, and will not permit any User, End Customer, End User, or third party to: (a) copy, download, record, scrape, or otherwise extract Empath Content from the Services; (b) modify, translate, or create derivative works of it; (c) distribute, display, publish, or make it available outside the Services; (d) use it to develop or improve any competing content, courseware, or service; or (e) use it to train, fine-tune, or ground any machine-learning or artificial-intelligence model. Certificates and completion records issued to a User may be retained by that User. These restrictions survive expiration or termination of the Agreement; any exports or downloads retained after termination carry a limited license for Partner's internal, non-commercial use only, and remain subject to them.

A3.3. Service Data. "Service Data" means data other than Partner Data relating to the operation, maintenance, and support of the Services. Empath may collect and use Service Data to develop, improve, support, and operate its products during and after the term, and will not identify Partner as the source without Partner's written permission.

A3.4. Marketing. Empath may identify Partner as a customer using Partner's name and marks only with Partner's prior written consent, and will remove them on request where commercially feasible.

A4. Confidentiality

A4.1. Confidential Information. Either party (as "Disclosing Party") may disclose to the other (as "Recipient") information identified or reasonably understood to be confidential, including business, financial, technical, and product information, customer and pricing information, the existence of the parties' discussions, and anything marked confidential. Partner Data is Partner's Confidential Information. Confidential Information does not include information that is or becomes public without the Recipient's breach, was known to the Recipient without a duty of confidence, is received from a third party without a duty of confidence, or is independently developed. "Representatives" means a party's directors, officers, employees, contractors, agents, and advisers.

A4.2. Protection. The Recipient will use at least reasonable care, no less than it uses for its own confidential information, to protect the Disclosing Party's Confidential Information, and will use and disclose it only as the Agreement permits.

A4.3. Compelled disclosure. If legally compelled to disclose Confidential Information, the Recipient will, where lawful, give prompt notice so the Disclosing Party may seek protection, and will disclose only what is required. This Section survives termination.

A4.4. Public posting. Where the Services or a related Empath offering include a feature that lets a person post content to an area designated as public, content that a Partner Representative is authorized to post there loses its status as Confidential Information as to the copy posted, notwithstanding any pre-existing non-disclosure agreement, and Section A4.5 applies to such postings.

A4.5. Equitable relief. A breach of this Section A4 may cause irreparable harm, and the Disclosing Party may seek injunctive relief without bond, in addition to other remedies. If the parties executed a Mutual Non-Disclosure Agreement before this Agreement, that NDA continues and governs to the extent it is more protective, and is not terminated until this Agreement is terminated. This Section survives termination.

A5. Fees, payment, taxes, and disputes

A5.1. Fees and payment. Partner pays the Fees stated in the applicable Order. Partner must keep a valid automatic payment method, ACH or credit card only, on file at all times; Empath does not offer or accept payment by invoice. Partner authorizes Empath and its payment processors to charge the designated method on the cadence the Order states for Fees, Taxes, additions, overages, and other amounts due, until the Order terminates or expires. Except as the Agreement expressly provides, payment obligations are non-cancelable during the Subscription Term and Fees are non-refundable.

A5.2. Per-seat and ramp pricing. Fees are calculated per authorized user license (per seat) as the Order or CPQ tool states, and may follow an introductory, phased, or ramp schedule during the Initial Term. On renewal, a renewal term is billed at the final recurring price in effect during the last month of the expiring term unless the Order states a different renewal price. Partner may add seats, services, or a new subscription during a term, billed at the Order's rate: Empath charges Partner an immediate prorated amount, collected through the payment method on file under Section A5.1, for the remainder of the then-current billing cycle, and the addition is thereafter included in recurring charges from the next cycle.

A5.3. Taxes. Fees exclude sales, use, and similar taxes, other than taxes on Empath's net income ("Taxes"). Partner is responsible for Taxes on its purchases. If Empath must collect Taxes for which Partner is responsible, Empath will charge them through Partner's payment method on file unless Partner provides a valid exemption certificate.

A5.4. Payment disputes. Empath will not exercise its rights under Section A6.4 or A6.6(a) for non-payment of amounts Partner disputes reasonably and in good faith while Partner cooperates to resolve the dispute. Undisputed amounts must be paid in full. If the parties cannot resolve a dispute within thirty (30) days, each may pursue its remedies. A dispute between Partner and any customer of Partner, or a customer's failure to pay Partner, is not a good-faith dispute of Empath's charges.

A6. Term, automatic renewal, and termination

A6.1. Subscription Term. The Agreement is effective on the Effective Date (the earlier of Partner's first acceptance or the effective date of the first Order) and continues until terminated. Each Order begins on its start date and runs for the Initial Term stated in it, which may be monthly, annual, or multi-year. The Order or checkout flow identifies the Initial Term, renewal term length, billing cadence, and pricing before Partner submits it. Payments are due on the Order's cadence. Fees are non-refundable except as the Agreement expressly provides. If no Order is in effect, either party may terminate the Agreement on written notice.

A6.1.1. Automatic renewal. Each Order automatically renews for successive terms equal to the expiring term unless Partner opts out under Section A6.1.2 or, for a monthly term, gives written notice of non-renewal at least thirty (30) days before the next monthly renewal date. Empath will send a renewal reminder at least sixty (60) days before each renewal of a term longer than one month, stating the renewal date, the renewal price, and how to opt out. If an Order includes ramp pricing, a renewal is billed at the final recurring price in effect during the last month of the expiring term unless the Order states a different renewal price. Empath may modify renewal pricing on at least sixty (60) days' notice before the renewal term.

A6.1.2. Opt-out deadline. For a term longer than one month, Partner may prevent automatic renewal by giving written notice at any time during the term, up to thirty (30) days before the term expires, electing either cancellation on the expiration date or conversion to a different term or billing arrangement (subject to a new Order and to mutual agreement). Notice may be given through the self-service portal or by email to support@empathmsp.com. An opt-out applies only to the upcoming renewal, not to the then-current term.

A6.1.3. Failure to opt out. If Partner gives no valid opt-out notice by the deadline, the Order renews and Partner is bound for the renewal term.

A6.2. Binding term. Each Subscription Term is binding and, except as Section A6.4 allows, may not be terminated by Partner during the term, and Partner's obligation to pay Fees for the term is unconditional, except as provided in Sections A7.2 and A11.13.

A6.3. Empath termination for convenience. Empath may terminate the Agreement or an Order for convenience on at least thirty (30) days' written notice. On such termination, Partner is responsible for Fees accrued through the termination date, and Empath will refund prepaid Fees for periods after the termination date.

A6.4. Termination for cause. Either party may terminate the Agreement (and all Orders) if the other materially breaches and does not cure within thirty (30) days of notice (including failure to pay undisputed Fees), ceases operations without a successor, or becomes subject to an undismissed insolvency proceeding for sixty (60) days.

A6.5. Survival. Sections A1.4, A2.1 (as to accrued rights), A2.9, A3, A4, A5.1, A5.3, A5.4, A6, A7.3, A9, A10, and A11 survive termination or expiration, together with any Part B provision that by its nature should survive. Those Product Schedule provisions include End Customer data handling, the catalog fee and content restrictions, the statement that End Customers have no rights against Empath, and Partner's status as an independent reseller. One exception: where Part B continues a committed term past termination, that continuation does not apply if Empath terminates for convenience under Section A6.3 or Partner terminates for cause under Section A6.4.

A6.6. Suspension. Empath may suspend the Services if (a) Partner is thirty (30) days or more overdue on an undisputed payment; (b) suspension is necessary because of a breach of Section A1.4 or A2.3; (c) suspension is necessary to avoid material harm to Empath or its other customers; or (d) law requires it. Empath will reinstate promptly once the cause is cured, subject to its other remedies.

A7. Warranties

A7.1. Compliance. Each party will comply with applicable law in performing the Agreement.

A7.2. Services warranty. Empath warrants that it will perform the Services in a professional and workmanlike manner and that the Services will operate in substantial conformity with the Documentation and the Agreement. Partner's sole remedy for breach is that Empath will use commercially reasonable efforts to correct the non-conformity at no charge or, if correction is impracticable, either party may terminate the affected Order and Partner will receive a refund of prepaid, unused Fees for the affected Services. The warranty applies only if Partner reports the non-conformity within thirty (30) days of becoming aware of it, and does not apply where the non-conformity is caused by Partner's misuse, by modification not made by Empath, or by third-party software or equipment.

A7.3. Disclaimer. Except as expressly stated in this Section A7, and to the maximum extent permitted by law, Empath and its licensors and suppliers disclaim all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, and any warranty arising from course of dealing, usage, or trade, and non-infringement. Empath does not warrant, and disclaims all warranties for, Third-Party Catalogs and other third-party content, which are addressed in Part B.

A8. Support

During a Subscription Term Empath provides support as described at the time of purchase. Partner may reach Empath's support team at support@empathmsp.com. Empath will not materially decrease the support available for a product during a paid Subscription Term.

A9. Indemnification

A9.1. By Partner. Partner will defend Empath against any third-party claim arising from (a) Partner Data; (b) any product or service Partner provides in connection with the Services; (c) Partner's representations about the Services beyond the Documentation; (d) the absence or breach of a conforming End Customer Agreement where a Product Schedule requires one; (e) Partner's pricing, invoicing, collection, and resale taxes; or (f) Partner's failure to obtain a required data consent; and will indemnify Empath for amounts awarded or agreed in settlement, including reasonable attorneys' fees. This does not apply to a claim caused by Empath's negligence, willful misconduct, or breach, or to a claim that the Services infringe a third party's intellectual property rights.

A9.2. By Empath. Empath will defend Partner against any third-party claim that the Services, used in accordance with the Agreement, infringe or misappropriate a third party's intellectual property right, and will indemnify Partner for amounts awarded or agreed in settlement, including reasonable attorneys' fees. Empath may procure the right to continue using the affected Services, modify them to be non-infringing, or terminate the affected Order and refund prepaid, unused Fees. Empath has no obligation for a claim arising from modification not made by Empath, use not in accordance with the Documentation, use of a superseded version where an update would have avoided the claim, a Non-Empath product (a product not provided by Empath), Third-Party Catalog content, or Partner's breach. Empath will also defend and indemnify Partner against a claim an End Customer or End User brings against Partner to the extent the claim is caused by Empath's material breach, gross negligence, or security incident, so that the End Customer Agreement a Product Schedule requires does not route to Partner a claim that Section A10 would then bar Partner from recovering from Empath.

A9.3. Exclusive remedy. This Section A9 states each party's entire liability and exclusive remedy for third-party intellectual-property claims.

A10. Limitation of liability

Except for the Liability Exceptions below, neither party is liable for lost profits, lost data, downtime, or indirect, incidental, consequential, special, or exemplary damages, even if advised of the possibility.

Except for the Liability Exceptions and the Confidentiality Super-Cap below, each party's total cumulative liability under the Agreement will not exceed the total amount Partner paid Empath for the affected Services under the affected Order(s) in the twelve (12) months before the claim, not Partner's aggregate spend across other products. For an Empath Grow Order, the amount counted is the amount Partner paid Empath for the affected Services, not amounts an End Customer paid Partner.

Confidentiality Super-Cap. Each party's total cumulative liability for breach of Section A4 (Confidentiality) will not exceed the lesser of (a) three (3) times the total amount Partner paid Empath for the Services in the twelve (12) months before the claim or (b) US $500,000. Where a claim engages both this super-cap and the cap in the preceding paragraph, the super-cap is the single ceiling on that party's aggregate liability and the two do not combine.

The "Liability Exceptions", which are not subject to the exclusions, the cap, or the super-cap above, are: (i) Partner's misappropriation or unauthorized use of Empath intellectual property (including Empath Content); (ii) the parties' indemnification obligations in Section A9; and (iii) a party's gross negligence, fraud, or willful misconduct.

The parties agree this Section A10 is a reasonable allocation of risk, will survive and apply regardless of the form of action, and applies even if a limited remedy fails of its essential purpose. If the Confidentiality Super-Cap is held unenforceable, claims for breach of Section A4 remain subject to the cap in the second paragraph.

A11. General terms

A11.1. Assignment. Neither party may assign the Agreement without the other's consent, except that either party may assign to an Affiliate or to a successor in a merger or sale of substantially all assets on notice. A change of control of Partner does not terminate the Agreement or any Order. The successor steps into Partner's place, takes the open Orders and any resale authorization, and owes the remainder of every open committed term. Empath does not requalify the successor and has no separate consent right over the change of control itself. The successor is bound by every Partner obligation, including the conditions on any resale authorization, and Empath's suspension and revocation remedies apply if the successor does not meet them. An assignment notice must identify all open Catalog Terms, and the successor re-executes the standing authorization. If the successor is already an Empath partner, Section B9.5 governs how the two relationships consolidate. Empath may assign without restriction. Any attempted assignment in violation of this Section is void.

A11.2. Severability and interpretation. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in effect. Headings are for convenience. "Including" means "including without limitation"; "days" means calendar days.

A11.3. Governing law; venue; jury waiver. The Agreement is governed by Florida law, excluding its conflict-of-law rules, and the UN Convention on Contracts for the International Sale of Goods does not apply. All disputes will be brought exclusively in the state and federal courts located in Florida, and each party submits to their jurisdiction. Each party waives trial by jury to the fullest extent permitted by law.

A11.4. Notice. Notices are in writing to the addresses or email addresses in an Order or the self-service portal. Notices of non-renewal, end-of-term cancellation, billing, and routine operational matters may be given by email or through the self-service portal. Notices of claims, indemnity demands, or litigation may not be given solely through the portal. A notice is received: by hand, on receipt; by overnight courier, the next business day; by certified mail, the second business day after mailing; by email, when sent unless the sender receives a failure notice.

A11.5. Amendments and waivers. A negotiated amendment to the Agreement or an Order is binding only if in a writing or electronic record accepted by both parties. This Section A11.5 governs negotiated amendments only; Empath's right to update the standard terms is stated in Section A11.13, which is an express exception to this Section. No waiver is implied from conduct, and no term in a Partner purchase order is incorporated into the Agreement.

A11.6. Entire agreement. The Agreement is the complete and exclusive statement of the parties' understanding and supersedes prior agreements on its subject matter, except that a Mutual Non-Disclosure Agreement preserved under Section A4.5 continues. Order of precedence is stated in Section A0.5.

A11.7. No third-party beneficiaries. There are no third-party beneficiaries. For clarity, an End Customer or End User has no rights against Empath under the Agreement except as Part B expressly provides.

A11.8. Force majeure. Neither party is liable for a delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control.

A11.9. Independent contractors. The parties are independent contractors. Neither may bind the other.

A11.10. Export control. Partner will comply with US and other applicable export and import laws, is not a restricted party or in an embargoed country, and will not submit ITAR-controlled information to the Services.

A11.11. Federal end use. The Services are commercial items; the government receives only the customary commercial license under FAR 12.211, FAR 12.212, and, for defense transactions, the applicable DFARS clauses, unless a written addendum grants more.

A11.12. Acceptance and electronic records. Partner accepts the Agreement and an Order through a mechanism Empath presents and Partner acts on (a checkbox, acceptance control, electronic signature, or substantially equivalent affirmative act); the only exception is a Managed Addition under a standing authorization Part B describes. One acceptance covers every document the Order names. Consent to automatic renewal and recurring billing is captured as a distinct, separately recorded assent, not bundled into the general acceptance. Empath keeps records of acceptance, including the date and time, the IP address, the identity of the accepting person, the version identifier of each document presented, the text of the assent mechanism, the separate renewal consent, any migration acknowledgment, the scope of any standing authorization, the selected Subscription Term, renewal election, pricing, seat counts, and Order details. Partner's electronic acceptance has the same effect as a handwritten signature, and Empath's records are admissible as original records. Continued use of and payment for the Services ratify the Agreement and each Order regardless of whether the accepting person in fact held authority to bind Partner.

A11.13. Updates to the Agreement. Empath may update any component of the Agreement, as an express exception to Section A11.5. Empath will give notice of every update: at least thirty (30) days' notice of a material change, and, for a non-material change, notice by email or through the self-service portal together with the changelog entry; nothing takes effect on changelog posting alone. A "Material Adverse Change" is one that a reasonable person in Partner's position would consider materially adverse; Empath's classification is not conclusive. A change to price, committed quantity, Subscription Term length, the liability cap, data handling, or the security-safeguards floor is always material. A Material Adverse Change does not apply to a running Order or Catalog Term and takes effect at the next renewal. Where a law-required or vendor-required change must apply mid-term and is materially adverse, Partner may terminate the affected Orders within thirty (30) days with a pro-rata refund of prepaid, unused Fees. Continued use is acceptance only of a non-material update Partner was shown, never of a Material Adverse Change. For a terminated Catalog Term, the refund excludes any remaining upstream vendor commitment that Empath cannot itself recover; that exposure is disclosed to Partner at the point of catalog sale.

A11.14. Versions, adding products, and change of control. Each document carries a date-based version number and is versioned on its own, so a change to one does not re-version another. Empath publishes the current version of each document on its website, keeps prior versions published, and maintains a page listing what changed and when. Partner adds a product by accepting an Order that names its Product Schedule. Accepting a new Order migrates Partner's whole relationship to the current General Terms, with each existing Order's commercial terms unchanged; this migration is disclosed conspicuously at the point of acceptance and recorded as a separate assent. A Partner that adds no product migrates at each Order's next renewal, and the renewal notice states the governing versions. On a change of control under Section A11.1, the successor is bound, pinned versions travel with the assigned Orders, continued use and payment ratify, and a current acceptance record is created at the first Order or renewal.

A11.15. Plain-language summaries. Any plain-language summary Empath publishes is a reading aid only, is not part of the Agreement, and the Agreement controls in any conflict. A summary of the liability cap or the indemnities states the exact figure or period the clause sets and does not otherwise characterize it.

Part B: Empath Grow

Part B supplements Part A. Capitalized terms not defined here have the meaning given in Part A. Where Part B conflicts with Part A, Part B controls for the Empath Grow Services. It is incorporated whenever Empath provisions Empath Grow for Partner, whether or not an Order names it (Section A0.2).

B1. Definitions

"Authorized Billing Contact" means a Partner Administrator whom Partner designates to accept a New Commitment.

"Catalog Fees" means the fees for a Third-Party Catalog.

"Catalog Term" means the committed term that applies to a Committed Catalog.

"Catalog Terms" means the terms specific to a Third-Party Catalog, presented when the catalog is added, forming Supplemental Terms under the Agreement.

"Committed Catalog" means a Third-Party Catalog that carries a Catalog Term.

"End Customer" means a third party that receives access to the Services from Partner under an End Customer Agreement, for its own internal use and not for further resale, whether Partner prices the Services separately or includes them in a broader offering.

"End Customer Agreement" means the contract between Partner and an End Customer governing the End Customer's use of the Services.

"End Customer Data" means Partner Data attributable to a particular End Customer.

"End Customer Subscription" means a subscription to the Grow Services that Partner provisions for an End Customer.

"End User" means an individual authorized by an End Customer, or by Partner on an End Customer's behalf, to use the Services within that End Customer's tenant.

"End User Terms" means the in-product terms an End User accepts, described in Section B4.

"Good standing": Partner is in good standing if it has a Grow Order then in effect, is not more than thirty (30) days overdue on any undisputed Fees, and is not in uncured material breach of Part B.

"Grow Order" means an Order for the Empath Grow Services.

"Grow Services" means the Empath Grow product: the ability to invite, resell, provision, and manage End Customer Subscriptions and their learning environments, together with any Third-Party Catalogs made available through it.

"Managed Addition" means adding End Users, seats, or End Customers under a Third-Party Catalog or End Customer Subscription that Partner has already accepted.

"Minimum End Customer Terms" means the versioned minimum terms Empath issues and Partner must impose on each End Customer, a Referenced Policy.

"New Commitment" means an action that first creates a committed term: the initial acceptance of a Third-Party Catalog, or a new End Customer Subscription that carries a committed term.

"Partner Administrator" means a person Partner authorizes to administer its Partner Tenant.

"Partner Tenant" means the Empath environment Empath provisions for Partner, within which Partner manages End Customers and End Users.

"Rate Schedule" means the pricing for the Grow Services stated in or attached to the Grow Order.

"Third-Party Catalog" means learning content licensed to Empath by a third party and made available to Partner through the Grow Services.

B2. Resale authorization

B2.1. Grant. Notwithstanding Section A1.4(c), and during the term of a Grow Order while Partner is in good standing, Empath grants Partner a non-exclusive, non-transferable, revocable authorization to market, resell, provision, and manage End Customer Subscriptions, conditioned on a conforming End Customer Agreement for each End Customer. Empath also grants Partner a limited, revocable license to use Empath's marks solely to market and resell the Grow Services under Empath's published brand guidelines; the mark license ends when the authorization ends.

B2.2. Independent reseller. Partner is an independent contractor. The term "Partner" is a commercial designation only and does not create a partnership, joint venture, agency, or employment relationship between the parties. Partner has no authority to bind Empath or to make any representation or warranty on Empath's behalf, and will not do so.

B2.3. Revocation. Empath may revoke the resale authorization on the terms of Section A6.4 (written notice and a thirty (30) day cure period), with immediate suspension reserved for the cases Section A6.6 allows.

B2.4. Scope of the authorization. The resale authorization runs to Partner only. Any territory limit on Partner's resale is stated in the Order. Partner may not appoint a sub-reseller, or resell through another entity, including an entity under common control with Partner, without Empath's prior written approval.

B2.5. Resale, not referral. Partner buys the Grow Services from Empath and resells them to its own End Customers in its own name and for its own account. Empath does not operate a referral, affiliate, or commission program, and owes Partner no commission, fee, or revenue share for any customer Empath contracts with directly, unless a separate written agreement signed by Empath provides otherwise. This Section does not limit Section B9.1.

B3. End Customer Agreements

B3.1. Requirement. Before provisioning an End Customer, Partner will enter an End Customer Agreement with that End Customer at least as protective of Empath as the then-current Minimum End Customer Terms. That agreement must cover each of the following: (a) the use restrictions; (b) Empath's and its licensors' ownership, including of Empath Content; (c) the warranty disclaimer; (d) the End Customer's sole recourse against Partner; (e) a limitation of liability protecting Empath; (f) the data consents; (g) flow-down of the catalog term and of content confinement; (h) the multi-tenant acknowledgment; (i) minimum-age screening; (j) regulated-data screening; (k) a statement that the End Customer has no rights against Empath; (l) a designation of Empath as a third-party beneficiary entitled to enforce the Empath-protective terms; and (m) Florida governing law and exclusive Florida venue for any claim the End Customer nonetheless asserts against Empath.

B3.2. Evidence. Partner attests at provisioning that a conforming End Customer Agreement is in place, and will provide a copy within ten (10) business days of Empath's request. The Minimum End Customer Terms are versioned; conformance binds End Customer Agreements entered or renewed after a new version, not agreements already signed mid-term. Empath publishes the current Minimum End Customer Terms at empathmsp.com/terms/end-customer-terms. Empath may suspend provisioning for a non-conforming End Customer Agreement on the Section A6.4 notice and thirty (30) day cure.

B4. Access, tenancy, and end users

B4.1. Multi-tenancy. The Grow Services are provided on shared, multi-tenant infrastructure. Each Partner Tenant is itself multi-tenant: it may contain the data and users of Partner and of multiple End Customers, and it remains multi-tenant regardless of which person adds users to it, whether Partner personnel, a User, an End Customer administrator, or any other person permitted to act in the Partner Tenant. Nothing in the Agreement entitles Partner, any End Customer, or any End User to a dedicated instance, dedicated hardware, or a physically separated environment. Empath maintains logical and administrative controls designed to keep each End Customer's data and users private to that End Customer within the Partner Tenant, and to keep each Partner Tenant separate from every other tenant, and will not materially diminish those controls during a paid Subscription Term. Partner is responsible for the access assignments made within its Partner Tenant.

B4.2. Responsibility for End Customers and End Users. Partner is responsible for its End Customers and End Users as Part A makes Partner responsible for Users. Remedies are graduated: Empath will address a problem at the level of the offending End User or the affected End Customer Subscription first, and will treat the matter as a Partner breach reaching the whole Partner Tenant or the Agreement only where the failure is material, attributable to Partner, and uncured. One rogue End User is not a whole-relationship breach.

B4.3. End User Terms. Empath presents short-form in-product End User Terms that each End User accepts, governing individual conduct, protection of Empath Content and other intellectual property, disclaimers, and a privacy notice. The End User Terms carry no fees, no marketing opt-in, and no expansion of Empath's data rights. They are updated separately: a material change is re-presented for affirmative re-acceptance. They also have their own acceptance-evidence record, separate from the checkout record. Empath suspending an individual End User does not reduce Fees; the committed seat remains billed.

B4.4. Empath Content access. Part B is the Product Schedule permission Section A3.2 requires before an End Customer's personnel may access Empath Content. An End User authorized within an End Customer's tenant may access and use Empath Content as the Services present it, for that End Customer's own internal training purposes, during the End Customer Subscription. This access is subject to the End User Terms in Section B4.3 and to Section A3.2's restrictions on copying, downloading, redistributing, and other use outside the Services, which bind an End User the same as they bind Partner's own personnel; this Section does not expand any of those restrictions.

B5. Data and privacy

B5.1. End Customer Data is Partner Data. As between Empath and Partner, End Customer Data is Partner Data (excluding Service Data), and for clarity, data uploaded to the Services by or on behalf of an End Customer, and data generated within the Services by or about an End User, is Partner Data whether or not Partner itself authorized that End User. Partner grants the Section A2.1 license on the End Customer's behalf and represents that it has sufficient rights from each End Customer to do so, and that the notice-and-consent duty owed to individuals is satisfied through the End Customer.

B5.2. Privacy and data protection. The Privacy Policy governs the processing of personal data in End Customer Data. Empath will redirect and reasonably assist with a data-subject request that reaches it, and route it to Partner or the relevant End Customer.

B5.3. Deletion of End Customer Data. End Customer Data is Partner Data, so its deletion is governed by Section A2.9. For Empath Grow, the thirty (30) day period in Section A2.9 also runs from the removal of an individual End Customer Subscription, not only from termination or expiration of the Partner's Order: once thirty (30) days have passed since a particular End Customer Subscription was removed, Empath may, at its discretion, delete that End Customer Data even while the Partner's Order continues. On an End Customer's own request, Empath may support continuity of that End Customer's environment (an orphan-continuity mechanic) with notice to the departed Partner.

B5.4. Catalog vendor data sharing. Empath may disclose Partner's business-contact details to the Catalog Vendor of a no-charge catalog, after disclosing the intended sharing to Partner and obtaining Partner's consent. Empath will disclose End User personal data to a Catalog Vendor only where Empath's agreement with that vendor limits the vendor's use of the data to providing the catalog. Section B8 states the related catalog terms.

B5.5. Minors and regulated data. Partner will not provision End Users in breach of the age restrictions in Minimum End Customer Terms Section 6.3. Empath is not a HIPAA Business Associate and offers no Business Associate Agreement under Part B; Partner will not submit regulated data the Documentation says the Grow Services do not support.

B6. Fees and billing

B6.1. Subscription model. Each End Customer Subscription is a recurring subscription. Sections A5 and A6 apply to it as to a Subscription Term, except that Sections A6.1.1 (automatic renewal) and A6.1.2 (opt-out deadline) are replaced by the renewal and non-renewal provisions in Section B6.6.

B6.2. Standing Order and Rate Schedule. Partner's initial Grow Order carries the Rate Schedule and a standing authorization, and stays in effect while any End Customer Subscription or Catalog Term remains in effect. Later additions are made under that Grow Order at the Rate Schedule rates.

B6.2a. Standing authorization. The standing authorization under Partner's Grow Order permits Empath to bill Managed Additions at the rates the Rate Schedule states, and nothing else; it does not authorize a New Commitment. Partner may limit or revoke the standing authorization by written notice to support@empathmsp.com. After revocation, a Managed Addition is treated as a New Commitment requiring acceptance by an Authorized Billing Contact, and amounts already billed are unaffected.

B6.3. Proration for mid-cycle additions. Proration for a mid-cycle addition is governed by Section A5.2. For Empath Grow, a mid-cycle addition means adding an End Customer Subscription or adding seats to an existing End Customer Subscription; the immediate prorated charge under that section is collected from Partner's payment method on file, and the addition then joins Partner's invoicing under Section B6.7 starting the next cycle.

B6.4. Managed Additions and New Commitments. A Managed Addition is billed automatically under the standing authorization and is deemed made under the Grow Order. A New Commitment requires acceptance by an Authorized Billing Contact. Any addition may be corrected within a correction window of seven (7) days, during which a Managed Addition billed in error is reversed. Empath delivers an order record for each addition when it is billed.

B6.5. Coterminous additions. An addition to a Committed Catalog or a committed End Customer Subscription inherits the end date of the item it is added to, and its fees are prorated to that end date and are non-cancelable for the remainder of that term. Partner's obligation to pay for a committed End Customer Subscription or a Committed Catalog survives termination or expiration of the Grow Order or the Agreement, for the remainder of the committed term, except as Section A6.5 provides, and subject to the offset in Section B9.4.

B6.6. Removals and non-renewal. Removals and non-renewal run through the self-service portal. A month-to-month End Customer Subscription is removed at the end of the then-current period. A committed End Customer Subscription may be set not to renew, subscription by subscription, by an election Partner makes no later than thirty (30) days before that subscription's renewal date, and Empath sends a renewal notice at least sixty (60) days before renewal.

B6.7. Invoicing. Empath invoices Grow Fees as the applicable Order provides or, where the Order is silent, as Empath's then-current billing practice provides, which may be a single consolidated invoice or separate invoices, and collects automatically from Partner's payment method on file (ACH or credit card). Empath does not extend invoice or net-payment terms for Grow Fees. Accrued charges survive termination as Section A6 provides, except that Empath refunds prepaid Fees for periods after an Empath termination for convenience under Section A6.3.

B6.8. Payment is absolute as to End Customer credit risk. Partner's obligation to pay Empath is absolute and is not conditioned on, reduced by, or excused by any End Customer's payment, non-payment, insolvency, termination, or dispute with Partner. An End Customer's non-payment, or any dispute between Partner and an End Customer, is not a payment dispute under Section A5.4. This makes payment absolute as to End Customer credit risk; it does not limit Partner's remedies under Sections A5.4, A6.4, or A7.2, or the catalog unavailability remedy in Section B8.6, which address Empath's own non-performance. For clarity, a good-faith dispute of Empath's own billing error remains a payment dispute under Section A5.4 notwithstanding the preceding sentences.

B6.9. Plan changes, transfers, and assignment. Plan changes, the money mechanics of a partner-to-partner transfer (Section B9), and reaffirmation of the standing authorization on assignment are handled as those sections and Section A11.1 provide.

B7. Taxes and resale certificates

Partner purchases Grow subscriptions for resale to End Customers. Partner is responsible for charging, collecting, and remitting all Taxes on its sales to End Customers. Where Partner claims resale or exemption treatment on its purchases from Empath, Partner will provide Empath a valid resale or exemption certificate for each applicable jurisdiction at or before the first applicable Order and keep it current. Absent a valid certificate on file, Empath will charge Taxes through Partner's payment method on file in accordance with Section A5.3. Empath may rely on any certificate Partner provides, and Partner will indemnify Empath for Taxes, penalties, and interest arising from an invalid, expired, or misapplied certificate. A missing or expired certificate changes how Empath bills Taxes. It is not a condition of provisioning, and Empath will not withhold provisioning because of it.

B8. Third-party catalogs

B8.1. What a catalog is. A Third-Party Catalog is learning content licensed to Empath by a third party (the "Catalog Vendor") and made available to Partner through the Grow Services under Catalog Terms presented when the catalog is added.

B8.2. Term commitment. If Partner accepts a Committed Catalog, Partner pays the full Catalog Term. Catalog Fees bill on the same cadence as the End Customer Subscription the catalog sits in, and are invoiced as Section B6.7 provides. Catalog Fees are non-cancelable and non-refundable except on an Empath-side failure addressed in Section B8.6.

B8.3. Additions during a term. An addition to a Committed Catalog during its term is coterminous with the catalog term and is billed automatically at the rates in effect when the catalog was accepted, with an order confirmation for each addition and the correction window in Section B6.4.

B8.4. Platform commitment. The platform commitment is term alignment plus content confinement. Accepting a Committed Catalog extends the minimum term of the End Customer Subscription to which the catalog relates so that it ends no earlier than the Catalog Term. Empath records that extension as an amendment to the Order for that subscription, and the extended end date is binding notwithstanding Section A0.5. Section B8.12 explains how this operates alongside Section A0.5. Catalog content is licensed for use only inside the Services. If an End Customer Subscription is inactive, Partner may reduce its seats to a floor and is not charged full seat fees for that inactive End Customer Subscription.

B8.5. New catalog requires acceptance. Adding a new catalog (as opposed to adding seats or users to a catalog already accepted) is a New Commitment and requires fresh acceptance.

B8.6. Changes and discontinuation. If, in Empath's reasonable determination, a Catalog Vendor materially reduces or discontinues a catalog (a "Material Reduction"), Empath's remedy, at Empath's election, is to substitute comparable content, reduce the Catalog Fees on a pro-rata basis, or terminate the affected catalog and refund prepaid, unused Catalog Fees. If Empath substitutes comparable content and Partner reasonably rejects the substitute within thirty (30) days, Empath will instead terminate the affected catalog and refund prepaid, unused Catalog Fees. This remedy is the sole remedy only for the Material Reduction it addresses.

B8.7. As-is; no warranty. Third-Party Catalogs are provided as-is. Empath makes no warranty about catalog content, its accuracy, its availability, or the conduct of any Catalog Vendor, and disclaims all warranties for it under Section A7.3. Partner will pass this disclaimer down to End Customers in the End Customer Agreement.

B8.8. Vendor terms are a separate contract. A Catalog Vendor's end-user license, terms, or privacy policy is a contract between Partner (or the End Customer) and the Catalog Vendor. Empath is not a party to it and has not vetted it. Empath presents the vendor terms when the catalog is added, and Partner's acceptance of the catalog constitutes Partner's consent to those terms.

B8.9. Vendor data sharing and free-catalog contact. Data sharing with a Catalog Vendor follows Section B5.4. For a no-charge catalog, Partner's business-contact details may be disclosed to the Catalog Vendor, which may contact Partner about that catalog. Empath gives Partner notice of the disclosure when the catalog is added, and the disclosure ends when the catalog is removed.

B8.10. Renewal pricing. Catalog renewal pricing is set by the Catalog Vendor and does not change a Catalog Term then in effect. A catalog renews only if the End Customer Subscription it relates to renews, so a Partner that has elected non-renewal of that subscription does not become committed to a new Catalog Term. Empath will include catalog renewals in the Section B6.6 renewal notice.

B8.11. On-platform transfer and consolidation. A catalog may be transferred or consolidated on-platform as Section B9 provides. Empath's obligations to Partner on a catalog change, discontinuation, or vendor conduct are those stated in this Section B8 and no more, and Empath does not undertake to obtain any remedy from a Catalog Vendor that Empath's own agreement with that vendor does not give it.

B8.12. How catalog acceptance binds the Order. Because accepting a Committed Catalog extends the End Customer Subscription's term, catalog acceptance is presented as an amendment to that subscription's Order, so the Order carries the longer end date and the Section A0.5 rule that an Order controls over Supplemental Terms as to commercial fields does not defeat the extension. This is consistent with Section A0.5's separate rule that an Order may never vary Catalog Terms: the Order's commercial-fields control lets it carry the longer end date, but it cannot alter the Catalog Terms themselves. Each catalog acceptance is recorded with the acceptance evidence Section A11.12 describes.

B9. End Customer relationships, transition, and change of control

B9.1. Relationship ownership. While Partner is in good standing, Empath will not displace Partner in its End Customer relationships or solicit Partner's End Customers for Empath's own account.

B9.2. Orderly exit in good standing. If a Partner in good standing simply leaves (its own non-renewal, an Empath termination for convenience, or Empath discontinuing the Grow Services), Empath may provide factual end-of-service notices to affected End Customers, will not solicit them beyond continuity of service, will allow a wind-down window of sixty (60) days, and will refund prepaid Fees as Part A provides. If Empath discontinues the Grow Services generally, Empath will give Partner at least ninety (90) days' notice.

B9.3. Transition Events. Empath's continuity and solicitation rights arise only on a Transition Event, which is a Partner-fault event: Partner's termination for cause, uncured non-payment, revocation of the resale authorization after the cure window, or Partner ceasing operations. If Partner cures before any End Customer moves, the transition right ends.

B9.4. No double recovery. Empath may not serve or bill a transitioned End Customer until that End Customer accepts an Empath Order, and Partner's surviving committed-term obligation is offset by what Empath actually collects from the transitioned End Customer, so Empath is not paid twice.

B9.5. Change of control and transfer. A change of control of Partner does not terminate the Agreement or any Order. Under Section A11.1 the successor steps into Partner's place, takes the open Grow Orders and the resale authorization, and owes the remainder of every open Catalog Term. Empath does not requalify the successor. A sale of individual End Customers, rather than of Partner itself, is not a change of control and is governed by the transfer provisions later in this Section.

If the successor already holds a Partner Tenant, Empath will consolidate the acquired End Customer Subscriptions into one Partner Tenant of the successor's choosing, so the successor is not required to operate two Partner Tenants. Consolidation is administrative only: each Committed Catalog runs to its own end date, catalogs do not merge, commitments do not combine, and nothing reprices.

On a transfer of an End Customer from one Partner to another, the following apply together: the transferring Partner releases the End Customer and Empath authorizes the receiving Partner; fees are apportioned between the Partners as provided below; each open Catalog Term is novated to the receiving Partner for its remaining term; and Empath moves the affected End Customer Data into the receiving Partner's Partner Tenant. The no-double-recovery offset in Section B9.4 applies to both Partners. An End Customer's switch from one Partner to another requires both Partners' consent, except that if the losing Partner does not respond within thirty (30) days, Empath may act on the End Customer's written request alone. Charges accrued but not yet billed split at the transfer date: each Partner is responsible for what accrued while it held the End Customer Subscription.

Exhibit (a separate document, not part of this page): the Empath Grow Minimum End Customer Terms, the minimum terms a Partner imposes on each of its End Customers. Empath publishes the current version at that URL.