Empath Grow Minimum End Customer Terms

This is a Referenced Policy under the Empath General Terms and the Empath Grow Product Schedule. It states the minimum terms an Empath Grow Partner must impose on each of its End Customers. Partner may offer its End Customers more protective or additional terms, but its End Customer Agreement must be at least as protective of Empath as this document. These minimum terms are versioned; conformance binds End Customer Agreements entered or renewed after a new version, not agreements already signed mid-term.

In this document, "Provider" means the Partner that resells the Services to the End Customer, "Customer" means the End Customer, "Empath" means Empath Cyber, Inc., "Services" means the Empath Grow services Provider provides to Customer under the End Customer Agreement, and "Users" means Customer's authorized users as Section 2.1 describes. The Services are provided to Customer by Provider under Provider's own agreement with Customer; Empath is Provider's supplier.

Version identifier: v2026-08.

1. The Services and who provides them

1.1. Customer's subscription to the Services is sold and managed by Provider. Empath supplies the underlying platform and content to Provider. Customer's commercial terms (price, term, seats, renewal, billing) are between Customer and Provider.

1.2. Customer's agreement is with Provider. Except where these terms expressly say otherwise, Customer has no rights against Empath and no direct contractual relationship with Empath. Customer's sole recourse for the Services is against Provider.

1.3. Empath may enforce these terms. Empath is a named third-party beneficiary of the End Customer Agreement, entitled to enforce the terms this document requires, including the use restrictions, the intellectual-property protections, the limitation of liability, and the indemnity to Empath. This Section gives Customer no rights against Empath and does not change Section 1.2.

2. Acceptable use and restrictions

2.1. Customer, and each of its authorized users ("Users"), will use the Services only for lawful purposes and in accordance with applicable law, and will not: interfere with or disrupt the Services; impair the privacy, integrity, or security of the Services or other users; attempt to probe, scan, or test the vulnerability of, or breach the security of, any Empath system; or allow unauthorized access to the Services.

2.2. Customer will not, and will not permit any User or third party to, resell, sublicense, or make the Services available to a further third party, or use the Services for the benefit of a third party.

3. Intellectual property and Empath Content

3.1. The Services, and all content Empath makes available through them, including courses, courseware, videos, assessments, workbooks, and templates ("Empath Content"), are owned by Empath and its licensors and are licensed, not sold. Customer receives only the right to access and use them within the Services for Customer's internal training during its subscription.

3.2. Customer will not, and will not permit any User or third party to, except as the Services themselves provide for export or download: copy, download, record, scrape, or otherwise extract Empath Content from the Services; modify, translate, or create derivative works of it; distribute, display, publish, or make it available outside the Services; use it to develop or improve a competing content or service; or 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.

4. Third-party catalogs

4.1. Some content available through the Services is a third-party catalog licensed to Empath by a third party (a "Catalog Vendor"). Third-party catalogs are provided as-is. Neither Empath nor Provider warrants third-party catalog content, its accuracy, its availability, or the conduct of any Catalog Vendor.

4.2. A Catalog Vendor may impose its own end-user license, terms, or privacy policy, which is a contract between Customer (or its Users) and the Catalog Vendor. Empath is not a party to it. For a no-charge catalog, the Catalog Vendor may receive Customer or Provider business-contact details and may contact them about that catalog.

4.3. Where a catalog carries a committed term, the subscription to which the catalog relates runs at least to the end of that catalog term, and Customer will use the catalog content only inside the Services.

5. Multi-tenancy

The Services run on shared, multi-tenant infrastructure. Customer is not entitled to a dedicated instance, dedicated hardware, or a physically separated environment. Empath maintains logical and administrative controls designed to separate customers from one another.

6. Data and privacy

6.1. Customer is responsible for the data it and its Users put into the Services and for having the rights and consents needed for Empath and Provider to process it to provide the Services. Empath's processing is described in the Empath Privacy Policy at https://empathmsp.com/privacy.

6.2. Customer will not submit regulated data (for example, protected health information or payment card data) to the Services. Empath is not a HIPAA Business Associate for Customer.

6.3. Minimum age. Customer will not permit any User under the age of sixteen (16) to use the Services. A User who is sixteen (16) or seventeen (17) may use the Services only if Customer, as that User's employer, has authorized the User to do so. No authorization under this Section 6.3, and no other exception, waiver, or agreement, permits a User under the age of thirteen (13) to use the Services under any circumstances.

7. Warranties, liability, and indemnity as to Empath

7.1. Warranty disclaimer. To the maximum extent permitted by law, Empath disclaims all warranties as to the Services and Empath Content, express or implied, including the implied warranties of merchantability and fitness for a particular purpose and non-infringement, and disclaims all warranties for third-party catalogs. Any warranty Customer receives is from Provider, not Empath.

7.2. Limitation of liability. To the maximum extent permitted by law, Empath is not liable to Customer for any indirect, incidental, consequential, special, or exemplary damages, or for lost profits or lost data, arising out of Customer's use of the Services, and if any liability of Empath to Customer is nonetheless established notwithstanding Section 1.2, Empath's total liability will not exceed the amount Provider paid Empath for that Customer's subscription in the twelve (12) months before the claim. This limitation does not apply to Empath's gross negligence, fraud, or willful misconduct, or to any liability that cannot be limited under applicable law.

7.3. Customer indemnity. Customer will indemnify Empath against any third-party claim arising from Customer's data, Customer's use of the Services in violation of these terms, or Customer's breach of the intellectual-property or acceptable-use terms above.

8. Governing law and venue

Any claim Customer asserts against Empath, notwithstanding Section 1.2, is governed by Florida law, excluding its conflict-of-law rules, and will be brought exclusively in the state and federal courts located in Florida, and Customer submits to their jurisdiction.

9. Suspension and end of service

9.1. Empath may suspend or restrict the Services to a Customer tenant to the extent the Empath General Terms allow suspension, including for a security threat or a legal requirement, and will restore promptly once the cause is resolved.

9.2. If Provider's authorization ends or Provider stops paying Empath, Customer's access may be affected. Empath may offer Customer continuity of service on Customer's request as the Empath Grow Product Schedule describes; any such continuity is at Empath's discretion and subject to Customer accepting an Empath order.